Common use of Copyrights, Royalties, and Patents; Warranty Clause in Contracts

Copyrights, Royalties, and Patents; Warranty. a) Consultant shall indemnify City and defend suits or claims for infringement for damages, including but not limited to attorney’s fees, of any United States patent, copyright, trademark, or other proprietary rights in and to the Work that Consultant provided to City under this Agreement, provided that City (a) notify Consultant of any claim in respect of which the indemnity may apply; (b) relinquish control of the defense of the claim to Consultant; and (c) provide Consultant with all assistance reasonably requested in defense of the claim. Consultant shall be entitled to settle any claim without the written consent of City so long as such settlement only involves the payment of money by Consultant and in no way affects any rights of City. b) Each party represents and warrants to the other that: (a) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and the applicable Statement of Work; (b) the execution, delivery and performance of this Agreement and the applicable Statement of Work have been duly authorized by such party; (c) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained by it in order for it to enter into and perform its obligations under this Agreement and the applicable Statement of Work; and (d) the signatory to this Agreement and the applicable Statement of Work possesses all necessary authority to enter into the Agreement and applicable Statement of Work. c) Consultant warrants that all materials, processes or other protected rights to be used have been duly licensed or authorized for City’s use. In the event the Work Product or materials produced herein are substantially modified without the consent of the Consultant or used in any project other than the Work or materials under this Agreement, the City shall indemnify and hold the Consultant harmless from liability to the extent that the modification or use on a different project is the cause of the liability, including defense costs.

Copyrights, Royalties, and Patents; Warranty. Without exception, Consultant represents and warrants that the consideration for this Agreement includes Consultant’s payment, if any, for any and all royalties or costs due any third party arising from patents, trademarks, copyrights, and other similar intangible rights claimed by any such third party in any way involved with or related to the Work provided herein by Consultant pursuant to this Agreement. Further, Consultant shall pay all related royalties, license fees, or other similar fees for any such intangible rights. Consultant represents that all materials, processes, or other protected rights, if any, to be used in the creation of the Work have been duly licensed or authorized by the appropriate parties for such use. Consultant agrees to furnish City upon demand written documentation of such license or authorization and if unable to do so, Consultant agrees that City may withhold a reasonable amount from Consultant’s compensation herein to defray any associated costs to secure such license or authorization or defend any infringement claim. a) Consultant shall indemnify City and defend suits or claims for infringement for damages, including but not limited to attorney’s fees, of any United States patent, copyright, trademark, or other proprietary intangible rights in and to the Work that Consultant provided has used in the course of performing this Agreement. b) Consultant represents and warrants to City that it is free to enter into this Agreement and that the performance thereunder will not conflict with any other Agreement to which Consultant may be a party. Consultant represents and warrants to City that the Service provided is free and clear of any claims or encumbrances and does not infringe on the rights of any third parties. c) Consultant agrees to and hereby transfers all right, title, and interest, including those of a property or copyright nature, in any reports, studies, data, website creation, digital files, imagery, metadata, maps, statistics, forms, and any other works or materials produced under the terms of this Agreement upon payment therefor by the City. No such work or materials produced, in whole or in part, under this Agreement, provided that City (a) notify Consultant of any claim in respect of which the indemnity may apply; (b) relinquish control of the defense of the claim to Consultant; and (c) provide Consultant with all assistance reasonably requested in defense of the claim. Consultant shall be entitled subject to settle any claim private use or copyright by Consultant without the express written consent of City. City so long as such settlement only involves shall have the payment of money by Consultant and in no way affects any unrestricted rights of City. b) Each party represents ownership of such works or materials and warrants to the other that: (a) it has all requisite corporate power and authority to executemay freely copy, deliver and perform its obligations under this Agreement and the applicable Statement of Work; (b) the executionreproduce, delivery and performance of this Agreement and the applicable Statement of Work have been duly authorized by broadcast, or otherwise utilize such party; (c) no approval, authorization works or consent of any governmental or regulatory authority is required to be obtained by it in order for it to enter into and perform its obligations under this Agreement and the applicable Statement of Work; and (d) the signatory to this Agreement and the applicable Statement of Work possesses all necessary authority to enter into the Agreement and applicable Statement of Work. c) materials as City deems appropriate. Consultant warrants that all materials, processes or other protected rights to be used have been duly licensed or authorized for City’s use. In the event the Work Product or materials produced herein are substantially modified without the consent of the Consultant or used in any project other than the Work or materials under this Agreement, the City shall indemnify and hold the Consultant harmless from liability to the extent that the modification or use on a different project is the cause of the liability, including defense costs. d) Consultant agrees and understands that for WIOA grant funds received after December 26, 2014 the grantee and any subgrantee/nonfederal entity may copyright any work that is subject to copyright and was developed or for which ownership was acquired under a federal award. The federal awarding agency reserves a royalty free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes and to authorize others to do so.

Copyrights, Royalties, and Patents; Warranty. Without exception, Consultant represents and warrants that the consideration for this Agreement includes Consultant’s payment, if any, for any and all royalties or costs due any third party arising from patents, trademarks, copyrights, and other similar intangible rights claimed by any such third party in any way involved with or related to the Work provided herein by Consultant pursuant to this Agreement. Further, Consultant shall pay all related royalties, license fees, or other similar fees for any such intangible rights. Consultant represents that all materials, processes, or other protected rights, if any, to be used in the creation of the Work have been duly licensed or authorized by the appropriate parties for such use. a) Consultant shall indemnify City County and defend suits or claims for infringement for damages, including but not limited to attorney’s fees, of any United States patent, copyright, trademark, or other proprietary intangible rights in and to the Work that Consultant provided to City under has used in the course of performing this Agreement, provided that City (a) notify Consultant of any claim in respect of which the indemnity may apply; (b) relinquish control of the defense of the claim to Consultant; and (c) provide Consultant with all assistance reasonably requested in defense of the claim. Consultant shall be entitled to settle any claim without the written consent of City so long as such settlement only involves the payment of money by Consultant and in no way affects any rights of City. b) Each Consultant represents and warrants to County that it is free to enter into this Agreement and that the performance thereunder will not conflict with any other Agreement to which Consultant may be a party (the parties hereby agree that the City Contract is not a conflict to this Agreement). Consultant represents and warrants to the other that: (a) it has all requisite corporate power County that the Service provided is free and authority to execute, deliver and perform its obligations under this Agreement and the applicable Statement of Work; (b) the execution, delivery and performance of this Agreement and the applicable Statement of Work have been duly authorized by such party; (c) no approval, authorization or consent clear of any governmental claims or regulatory authority is required to be obtained by it in order for it to enter into encumbrances and perform its obligations under this Agreement and does not infringe on the applicable Statement rights of Work; and (d) the signatory to this Agreement and the applicable Statement of Work possesses all necessary authority to enter into the Agreement and applicable Statement of Workany third parties. c) The City and County shall receive joint ownership of the property rights, of all documents, drawings, specifications, electronic data, and information ("Documents") prepared, provided, or procured by Consultant warrants that or by consultants retained by Consultant and distributed to Owner for this Work, upon making the final payment to Consultant or in the event of termination under Sections 6 or 14, upon payment for all materials, processes sums due to Consultant under Sections 6 or other protected rights to be used have been duly licensed or authorized for 14. The County and City’s useacquisition of the copyright shall be subject to each making of all payments required by this Agreement. d) The Parties agree that County and City ☒shall/ ☐shall not obtain joint ownership of the copyright of all Documents. The County and City’s acquisition of the copyright for all Documents shall be subject to the making of payments as required by Section 21(c). e) The Parties expressly agree that Consultant may reuse Documents prepared by it pursuant to this Agreement in its practice, but only in their separate constituent parts and not as a whole. f) The Parties hereby understand and agree that Consultant has the authority and right to execute an agreement with the City for the Documents, transferring the same joint ownership rights, with the same conditions. g) In the event the Work Product or materials produced herein are substantially modified County uses the Documents without retaining the consent authors of the Consultant or used in any project other than the Work or materials under this AgreementDocuments, the City shall County releases the Consultant and Consultant’s consultant(s) from all claims and causes of action arising from such uses. The County, to the extent permitted by law, further agrees to indemnify and hold harmless the Consultant harmless and its consultants from liability all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent that such costs and expenses arise from the modification or County’s use on a different project is the cause of the liability, including defense costsInstruments of Service under this Section.

Copyrights, Royalties, and Patents; Warranty. Without exception, Consultant represents and warrants that the consideration for this Agreement includes Consultant’s payment, if any, for any and all royalties or costs due any third party arising from patents, trademarks, copyrights, and other similar intangible rights claimed by any such third party in any way involved with or related to the Work provided herein by Consultant pursuant to this Agreement. Further, Consultant shall pay all related royalties, license fees, or other similar fees for any such intangible rights. Consultant represents that all materials, processes, or other protected rights, if any, to be used in the creation of the Work have been duly licensed or authorized by the appropriate parties for such use. Consultant agrees to furnish City upon demand written documentation of such license or authorization and if unable to do so, Consultant agrees that City may withhold a reasonable amount from Consultant’s compensation herein to defray any associated costs to secure such license or authorization or defend any infringement claim. a) Consultant shall indemnify City and defend suits or claims for infringement for damages, including but not limited to attorney’s fees, of any United States patent, copyright, trademark, or other proprietary intangible rights in and to the Work that Consultant provided has used in the course of performing this Agreement. b) Consultant represents and warrants to City that it is free to enter into this Agreement and that the performance thereunder will not conflict with any other Agreement to which Consultant may be a party. Consultant represents and warrants to City that the Service provided is free and clear of any claims or encumbrances, and does not infringe on the rights of any third parties. c) Consultant agrees to and hereby transfers all right, title, and interest, including those of a property or copyright nature, in any reports, studies, data, website creation, digital files, imagery, metadata, maps, statistics, forms, and any other works or materials produced under the terms of this Agreement upon payment therefor by the City. No such work or materials produced, in whole or in part, under this Agreement, provided that City (a) notify Consultant of any claim in respect of which the indemnity may apply; (b) relinquish control of the defense of the claim to Consultant; and (c) provide Consultant with all assistance reasonably requested in defense of the claim. Consultant shall be entitled subject to settle any claim private use or copyright by Consultant without the express written consent of City. City so long as such settlement only involves shall have the payment of money by Consultant and in no way affects any unrestricted rights of City. b) Each party represents ownership of such works or materials and warrants to the other that: (a) it has all requisite corporate power and authority to executemay freely copy, deliver and perform its obligations under this Agreement and the applicable Statement of Work; (b) the executionreproduce, delivery and performance of this Agreement and the applicable Statement of Work have been duly authorized by broadcast, or otherwise utilize such party; (c) no approval, authorization works or consent of any governmental or regulatory authority is required to be obtained by it in order for it to enter into and perform its obligations under this Agreement and the applicable Statement of Work; and (d) the signatory to this Agreement and the applicable Statement of Work possesses all necessary authority to enter into the Agreement and applicable Statement of Work. c) materials as City deems appropriate. Consultant warrants that all materials, processes or other protected rights to be used have been duly licensed or authorized for City’s use. In the event the Work Product or materials produced herein are substantially modified without the consent of the Consultant or used in any project other than the Work or materials under this Agreement, the City shall indemnify and hold the Consultant harmless from liability to the extent that the modification or use on a different project is the cause of the liability, including defense costs. d) Consultant agrees and understands that for WIOA grant funds received after December 26, 2014 the grantee and any subgrantee/nonfederal entity may copyright any work that is subject to copyright and was developed or for which ownership was acquired under a federal award. The federal awarding agency reserves a royalty free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes and to authorize others to do so.

Copyrights, Royalties, and Patents; Warranty. a) a. Without exception, Consultant represents and warrants that the consideration for this Agreement includes Consultant’s payment, if any, for any and all royalties or costs due any third party arising from patents, trademarks, copyrights, and other similar intangible rights claimed by any such third party in any way involved with or related to the Consultant Services provided herein by Consultant pursuant to this Agreement. Further, Consultant shall pay all related royalties, license fees, or other similar fees for any such intangible rights. Consultant represents that all materials, processes, or other protected rights, if any, to be used in the creation of the Consultant Services have been duly licensed or authorized by the appropriate parties for such use. Consultant agrees to furnish City upon demand written documentation of such license or authorization and if unable to do so, Consultant agrees that City may withhold a reasonable amount from Consultant’s compensation herein to defray any associated costs to secure such license or authorization or defend any infringement claim. b. Consultant shall indemnify City and defend suits or claims for infringement for damages, including but not limited to attorney’s fees, of any United States patent, copyright, trademark, or other proprietary intangible rights in and to the Work that Consultant provided has used in the course of performing this Agreement. c. Consultant represents and warrants to City that it is free to enter into this Agreement and that its performance thereunder will not conflict with any other Agreement to which Consultant may be a party. Consultant represents and warrants to City that the Service is unique and original, is clear of any claims or encumbrances, and does not infringe on the rights of any third parties. d. Consultant agrees to and hereby transfers all right, title, and interest, including those of a property or copyright nature, in any reports, studies, data, website creation, digital files, imagery, metadata, maps, statistics, forms, and any other works or materials produced under the terms of this Agreement. No such work or materials produced, in whole or in part, under this Agreement, provided that City (a) notify Consultant of any claim in respect of which the indemnity may apply; (b) relinquish control of the defense of the claim to Consultant; and (c) provide Consultant with all assistance reasonably requested in defense of the claim. Consultant shall be entitled subject to settle any claim private use or copyright by Consultant without the express written consent of City. City so long as such settlement only involves shall have the payment of money by Consultant and in no way affects any unrestricted rights of City. b) Each party represents ownership of such works or materials and warrants to the other that: (a) it has all requisite corporate power and authority to executemay freely copy, deliver and perform its obligations under this Agreement and the applicable Statement of Work; (b) the executionreproduce, delivery and performance of this Agreement and the applicable Statement of Work have been duly authorized by broadcast, or otherwise utilize such party; (c) no approval, authorization works or consent of any governmental or regulatory authority is required to be obtained by it in order for it to enter into and perform its obligations under this Agreement and the applicable Statement of Work; and (d) the signatory to this Agreement and the applicable Statement of Work possesses all necessary authority to enter into the Agreement and applicable Statement of Work. c) materials as City deems appropriate. Consultant warrants that all materials, processes or other protected rights to be used have been duly licensed or authorized for City’s use. In the event the Work Product or materials produced herein are substantially modified without the consent of the Consultant or used in any project other than the Work or materials under this Agreement, the City shall indemnify and hold the Consultant harmless from liability to the extent that the modification or use on a different project is the cause of the liability, including defense costs.