Project Assignment After Termination Sample Clauses

Project Assignment After Termination. If this Agreement is Terminated, Developer must: (i) provide SFMTA with a Project Assignment of all Project Materials, to the extent permitted under its consulting contracts, without cost to City and within sixty (60) days after Termination; (ii) satisfy all outstanding fees relating to the Project Materials that are then due and payable or will become due and payable for services relating to the Project rendered by any of the Project Consultants up to the date of Termination and provide written evidence of satisfaction to the SFMTA; and (iii) deliver copies of all Project Materials, subject to any and all limitations contained therein, in Developer’s possession or, for materials not in Developer’s possession, confirm, upon request from Project Consultants or the SFMTA, that Project Consultants are authorized to deliver or have delivered from the appropriate parties all Project Materials to the SFMTA. Developer will be permitted to disclaim any representations or warranties with respect to the Project Materials (other than Developer’s payment of fees), and, at Developer’s request, the SFMTA will provide Developer with a release from liability for future use of the applicable Project Materials. Developer’s acceptance of the SFMTA’s release will be deemed to waive and release the SFMTA from any claims of proprietary rights or interest in the Project Materials, and Developer agrees that, following a Project Assignment, the SFMTA or its designee may use any of the Project Materials at the Site for any purpose, including pursuit of the same or a similar Project with a third party. The following definitions apply to this Agreement.