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12. <br /> <br />13. <br /> <br />14. <br /> <br />15. <br /> <br />City shall have a royalty-free, nonexclusive, and irrevocable license to <br />reproduce, publish, use, and to authorize others to do so, all original <br />computer programs, writing, sound recordings, pictorial reproductions, <br />drawings and other works of similar nature produced in the course of or <br />under this agreement; and Contractor shall not publish any such materials <br />without prior written consent of City. <br /> <br />Contractor agrees that determinations of rights to inventions made in the <br />course of or under this agreement shall be made by City, and that City <br />shall acquire an irrevocable, nonexclusive, and royalty-free license to <br />practice and use, and let any public agency practice and use, any such <br />invention. <br /> <br />Contractor agrees that City may at its sole option withhold fifteen <br />percent (15%) of the funds awarded under this agreement until such time <br />as all goods and services are received in a manner and form acceptable to <br />City. <br /> <br />As an independent Contractor, any and all Federal, State, and Local taxes <br />shall be the sole responsibility of the Contractor. <br /> <br />Page 3 of 3 <br /> <br />2438A <br /> <br /> <br />