22.
23.
24.
25.
26.
or infringement of the copyright or patent laws of the United States or of any other nation.
Independent Contractor 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 Independent
Contractor infringes any copyright or that any equipment, material, or process (or any part
thereof) specified by Independent Contractor infringes any patent.
Independent Contractor 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.
Final Acceptance. Upon completion of all work under the contract, Independent Contractor
shall notify the City of Nashua in writing of the date of the completion of the work and request
confirmation of the completion from the City of Nashua. Upon receipt of the notice, the City
of Nashua shall confirm to Independent Contractor in writing that the whole of the work was
completed on the date indicated in the notice or provide Independent Contractor with a
written list of work not completed. With respect to work listed by the City of Nashua as
incomplete, Independent Contractor shall promptly complete the work and the final
acceptance procedure shall be repeated. The date of final acceptance of a project by the City
of Nashua shall be the date upon which the Board of Public Works or other designated official
accepts and approves the notice of completion.
Taxes. Independent Contractor shall pay all taxes, levies, duties, and assessments of every
nature due in connection with any work performed under the contract and make any and all
payroll deductions required by law. The contract sum and agreed variations to it shall include
all taxes imposed by law. Independent Contractor hereby indemnifies and holds harmless the
City of Nashua from any liability on account of any and all such taxes, levies, duties,
assessments, and deductions.
Non-Waiver of Terms and Conditions. None of the terms and conditions of this contract shall
be considered waived by the City of Nashua. There shall be no waiver of any past or future
default, breach, or modification of any of the terms and conditions of the contract unless
expressly stipulated to by the City of Nashua in a written waiver.
Rights and Remedies. The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.
Prohibited Interests. Independent Contractor shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this
contract. Independent Contractor warrants that no officer or employee of the City of Nashua
has any direct or indirect interest, whether contractual, noncontractual, financial or otherwise,
in this contract or in the business of Independent Contractor. If any such interest comes to
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