21.
in the performance of its obligations under this contract must be retained by Professional
Engineer for a minimum of four years after final payment is made and all other pending
matters are closed. If, at any time during the retention period, the City of Nashua, in
writing, requests any or all of the materials, then Professional Engineer shall promptly
remit and deliver the materials, at Professional Engineer's expense, to the City of Nashua.
Professional Engineer shall not use, willingly allow, or cause to have such materials used
for any purpose other than the performance of Professional Engineer's obligations under
this contract without the prior written consent of the City of Nashua.
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS. Professional Engineer expressly
agrees that all documents ever submitted, filed, or deposited with the City of Nashua by
Professional Engineer (including those remitted to the City of Nashua by Professional
Engineer pursuant to paragraph 20), unless designated as confidential by a specific statue
of the State of New Hampshire, shall be treated as public records and shall be available
for inspection and copying by any person, or any governmental entity.
No books, reports, studies, photographs, negatives or other documents, data, drawings or
other materials including but not limited to those contained in media of any sort (e.g.,
electronic, magnetic, digital) prepared by or supplied to Professional Engineer in the
performance of its obligations under this contract shall be the subject of any application
for a copyright or patent by or on behalf of Professional Engineer. The City of Nashua
shall have the right to reproduce any such materials.
Professional Engineer expressly and indefinitely waives all of its rights to bring,
including but not limited to, by way of complaint, interpleader, intervention, or any third
party practice, any claims, demands, suits, actions, judgments, or executions, for damages
or any other relief, in any administrative or judicial forum, against the City of Nashua or
any of its officers or employees, in either their official or individual capacity of the City
of Nashua, for violations of or infringement of the copyright or patent laws of the United
States or of any other nation. Professional Engineer agrees to indemnify, to defend, and
to hold harmless the City of Nashua, its representatives, and employees from any claim or
action seeking to impose liability, costs, and attorney fees incurred as a result of or in
connection with any claim, whether rightful or otherwise, that any material prepared by
or supplied to Professional Engineer infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Professional Engineer infringes any
patent.
Professional Engineer shall have the right, in order to avoid such claims or actions, to
substitute at its expense non-infringing materials, concepts, products, or processes, or to
modify such infringing materials, concepts, products, or processes so they become non-
infringing, or to obtain the necessary licenses to use the infringing materials, concepts,
products, or processes, provided that such substituted or modified materials, concepts,
products, or processes shall meet all the requirements and be subject to all the terms and
conditions of this contract.
22. FINAL ACCEPTANCE. Upon completion of all work under the contract, Professional
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