SR 06:207 - Laserfiche WebLink

12. Intellectual Prooertv: The Cities acknowledge and agree that Consultant retains and may use the general knowledge acquired as a result of its creation of the work product or the performance of services hereunder, for its general reference and enhancement of its technical capabilities, and that Consultant retains unlimited rights to the know-how, including but not limited to the ideas, concepts, theories, methods, techniques and mode of expression used to create the work product or perform the services hereunder. All information and material which is owned by Consultant and used by Consultant in the performance of this Agreement shall remain the exclusive property of Consultant, except that Consultant grants the City of Livermore and the City of Pleasanton individual and separate licenses to use such information and/or material which is incorporated in, adapted for use in, or used to produce any work product delivered under this Agreement for the life of any such work product or the radio communications system, whichever is longer. 13. Notices: Any notice required or permitted under the terms of this Agreement shall be effective upon receipt in writing either by personal service upon the authorized agents for each of the Cities or upon Consultant, respectively, or by mailing the notice via U.S. Mail to Cities at: City of Livermore City Administration Building 1052 S. Livermore Avenue Livermore, California 94550 City of Pleasanton P.O. Box 520 Pleasanton, California 94566 and to Consultant at: Mr. Gregory Forrest, Executive Consultant Macro Corporation, A KEMA Company 1777 Oakland Blvd, Suite 101 Walnut Creek, CA 94596 or to another address designated by either party by notice given in the manner set forth in this Agreement. 14. Entire Aareement. This Agreement, including the attachments hereto and incorporated herein, supersedes any other agreements, either oral or in writing, between the parties hereto with respect to the rendering of services, and contains all of the covenants and agreements between the parties with respect to said services. Any modifications of this Agreement will be effective only if it is in writing and signed by the party to be charged. 15. Construction of Lanauaae. The Cities and Consultant agree and acknowledge that the provisions of this Agreement have been arrived at through negotiation and that each party has had a full and fair opportunity to revise the provisions and to have such provisions reviewed by legal counsel. Therefore, any ambiguities in construing or interpreting this Agreement shall not be resolved against either party as the drafting party. In the event of an inconsistency or conflict between the language of this Agreement and an attachment hereto, the language ofthe Agreement shall control. The language of the RFP/RFQ shall control over the Consultant's proposal. Wireless Communications Consulting Services Agreement Page 5 of 7