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5. Sufficiency of Consultant's Work. All work product and all other documents prepared by Consultant shall substantially conform to the specifications in the applicable Statement of Work. 6. Ownership of Work. All work made specifically for City pursuant to a Statement of Work by Consultant in the performance of this Agreement ("Deliverables") shall become the property of the City. All Deliverables shall be delivered to the City upon the City's full payment for the Deliverables and completion or termination of the work under this Agreement. If any Deliverables are lost, damaged or destroyed before final delivery to the City because of Consultant's negligence, the Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all Deliverables is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. Consultant shall keep materials provided by the City confidential. Deliverables shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent. Notwithstanding the foregoing, Consultant will maintain all ownership right, title and interest to all Consultant's Knowledge. For purposes of this Agreement"Consultant's Knowledge" means Consultant's proprietary programs, modules, products, inventions, designs, data, or other information, including all copyright,patent, trademark and other intellectual property rights related thereto, that are (1) owned or developed by Consultant prior to the Effective Date of this Agreement or the applicable Scope of Work("Consultant's Preexisting Knowledge") (2) developed or obtained by Consultant after the Effective Date, that are reusable from client to client and project to project, where the City has not paid for such development; and(3) extensions, enhancements, or modifications of Consultant's Preexisting Knowledge which do not include or incorporate the City's confidential information. To the extent that any Consultant's Knowledge is incorporated into the Deliverables, Consultant grants to the City a non-exclusive, paid up,perpetual royalty-free worldwide license to use such Consultant's Knowledge in connection with the Deliverables, and for no other purpose without the prior written consent of Consultant. Additionally, Consultant may maintain copies of its work papers for a period of time and for use in a manner sufficient to satisfy any applicable legal or regulatory requirements for records retention. 7. Changes. City may request changes in the scope of services to be provided by Consultant. Any changes and related fees shall be mutually agreed upon between the parties and subject to a written amendment to this Agreement or the applicable Statement of Work. 8. Consultant's Status. In performing the obligations set forth in this Agreement, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees and are not agents or employees of City. Though the services may include Consultant's advice and recommendations, all decisions regarding the implementation of such advice or recommendations shall be the responsibility of, and made by, the City. 9. Termination for Convenience of City. Either party may terminate this Agreement at any time by mailing a notice in writing to the other party. The Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so Page 2 of 15