Common use of Proprietary Rights and Indemnity Clause in Contracts

Proprietary Rights and Indemnity. 19.01 Consultant shall not relinquish any proprietary rights in its intellectual property (copyright, patent, and trademark), trade secrets or confidential information as a result of the Services provided under this Contract. Any Work Product provided to GLWA under this Contract shall not include Consultant’s proprietary rights, except to the extent licensed to GLWA. 19.02 GLWA shall not relinquish any of its proprietary rights, including, but not limited to, its data, privileged or confidential information, or methods and procedures, as a result of the Services provided under this Contract. 19.03 The Parties acknowledge that should the performance of this Contract result in the development of new proprietary and secret concepts, methods, techniques, processes, adaptations, discoveries, improvements and ideas ("Discoveries"), and to the extent said Discoveries do not include modifications, enhancements, configurations, translations, derivative works, and interfaces from Consultant’s intellectual property, trade secrets or confidential information, said Discoveries shall: (a) be deemed “Work(s) for Hire”; (b) be promptly reported to GLWA and (c) belong solely and exclusively to GLWA without regard to their origin, and be treated by Consultant as GLWA’s confidential information. At GLWA's request, Consultant shall execute all documents and shall furnish all reasonable assistance requested to establish in GLWA all right, title and interest in said Discoveries or to enable GLWA to apply for United States patents or copyrights for said Discoveries. 19.04 Any Work Product provided by Consultant to GLWA under this Contract shall not be disclosed, published, copyrighted or patented, in whole or in part, by Consultant. The right to the copyright or patent in such Work Product shall vest exclusively in GLWA. GLWA shall have unrestricted and exclusive authority to publish, disclose, distribute and otherwise use, in whole or in part, any of the Work Product. If Work Product is prepared for publication, it shall carry the following notation on the front cover or title page: "This document was prepared for, and is the exclusive property of, the Great Lakes Water Authority." 19.05 In the event of any legal action by a third party against GLWA that GLWA’s authorized use of the Services provided by Consultant under this Contract violates such third party’s patent, copyright, trademark, trade secret or proprietary rights, Consultant shall, at its sole expense, indemnify, defend and hold GLWA harmless against any loss, cost, expense or liability arising out of such claim, whether or not such claim is successful. 19.06 The making of payments, including partial payments by GLWA to Consultant, shall vest in GLWA title to, and the right to take possession of, all Work Product produced by Consultant up to the time of such payments, and GLWA shall have the right to use said Work Product for public purposes without further compensation to Consultant or to any other person. Upon the completion or other termination of this Contract, all finished or unfinished Work Product prepared by Consultant shall become GLWA's sole and exclusive property whether or not in Consultant's possession. Such Work Product shall be free from any claim or retention of rights on the part of Consultant and shall promptly be delivered to GLWA. GLWA shall return all of Consultant's property to it. Consultant acknowledges that any intentional failure or unreasonable delay on its part to deliver the Work Product to GLWA will cause irreparable harm to GLWA not adequately compensable in damages and for which GLWA has no adequate remedy at law. Consultant accordingly agrees that GLWA may in such event seek and obtain injunctive relief in a court of competent jurisdiction to compel delivery of the Work Product, to which injunctive relief Consultant consents, as well as seek and obtain all applicable damages and costs. GLWA shall have full and unrestricted use of the Work Product.

Proprietary Rights and Indemnity. 19.01 Consultant 20.01 The Contractor shall not relinquish any proprietary rights in its intellectual property (copyright, patent, and trademark), trade secrets or confidential information as a result of the Services provided under this Contract. Any Work Product provided to GLWA the City under this Contract shall not include Consultantthe Contractor’s proprietary rights, except to the extent licensed to GLWAthe City. 19.02 GLWA 20.02 The City shall not relinquish any of its proprietary rights, including, but not limited to, its data, privileged or confidential information, or methods and procedures, as a result of the Services provided under this Contract. 19.03 20.03 The Parties parties acknowledge that should the performance of this Contract result in the development of new proprietary and secret concepts, methods, techniques, processes, adaptations, discoveries, improvements and ideas ("Discoveries"), and to the extent said Discoveries do not include modifications, enhancements, configurations, translations, derivative works, and interfaces from Consultantthe Contractor’s intellectual property, trade secrets or confidential information, said Discoveries shall: (a) shall be deemed “Work(s) for Hire”; (b) ” and shall be promptly reported to GLWA the City and (c) shall belong solely and exclusively to GLWA the City without regard to their origin, and be treated by Consultant as GLWA’s confidential informationthe Contractor shall not, other than in the performance of this Contract, make use of or disclose said Discoveries to anyone. At GLWAthe City's request, Consultant the Contractor shall execute all documents and papers and shall furnish all reasonable assistance requested in order to establish in GLWA the City all right, title and interest in said Discoveries or to enable GLWA the City to apply for United States patents or copyrights for said Discoveries, if the City elects to do so. 19.04 20.04 Any Work Product provided by Consultant the Contractor to GLWA the City under this Contract shall not be disclosed, published, copyrighted or patented, in whole or in part, by Consultantthe Contractor. The right to the copyright or patent in such Work Product shall vest rest exclusively in GLWAthe City. GLWA Further, the City shall have unrestricted and exclusive authority to publish, disclose, distribute and otherwise use, in whole or in part, any of the Work Product. If Work Product is prepared for publication, it shall carry the following notation on the front cover or title page: "This document was prepared for, and is the exclusive property of, the Great Lakes Water AuthorityCity of Detroit, Michigan, a municipal corporation." 19.05 In 20.05 The Contractor warrants that the event performance of any legal action by a third party against GLWA that GLWA’s authorized use of the Services provided by Consultant under this Contract violates such third party’s shall not infringe upon or violate any patent, copyright, trademark, trade secret or proprietary rightsright of any third party. In the event of any legal action related to the above obligations of the Contractor filed by a third party against the City, Consultant the Contractor shall, at its sole expense, indemnify, defend and hold GLWA the City harmless against any loss, cost, expense or liability arising out of such claim, whether or not such claim is successful. 19.06 20.06 The making of payments, including partial payments by GLWA the City to Consultantthe Contractor, shall vest in GLWA the City title to, and the right to take possession of, all Work Product produced by Consultant the Contractor up to the time of such payments, and GLWA the City shall have the right to use said Work Product for public purposes without further compensation to Consultant the Contractor or to any other person. . 20.07 Upon the completion or other termination of this Contract, all finished or unfinished Work Product prepared by Consultant shall the Contractor shall, at the option of the City, become GLWAthe City's sole and exclusive property whether or not in Consultantthe Contractor's possession. Such Work Product shall be free from any claim or retention of rights on the part of Consultant the Contractor and shall promptly be delivered to GLWAthe City upon the City's request. GLWA The City shall return all of Consultantthe Contractor's property to it. Consultant The Contractor acknowledges that any intentional failure or unreasonable delay on its part to deliver the Work Product to GLWA the City will cause irreparable harm to GLWA the City not adequately compensable in damages and for which GLWA the City has no adequate remedy at law. Consultant The Contractor accordingly agrees that GLWA the City may in such event seek and obtain injunctive relief in a court of competent jurisdiction to compel delivery of the Work Product, to which injunctive relief Consultant the Contractor consents, as well as seek and obtain all applicable damages and costs. GLWA The City shall have full and unrestricted use of the Work ProductProduct for the purpose of completing the Services.

Proprietary Rights and Indemnity. 19.01 Consultant ‌ 21.01 The Contractor shall not relinquish any proprietary rights in its intellectual property (copyright, patent, and trademark), trade secrets or confidential information as a result of the Services provided pro- vided under this Contract. Any Work Product provided to GLWA the City under this Contract shall not include Consultantthe Contractor’s proprietary rights, except to the extent licensed to GLWAthe City. 19.02 GLWA 21.02 The City shall not relinquish any of its proprietary rights, including, but not limited to, its data, privileged or confidential information, or methods and procedures, as a result of the Services provided pro- vided under this Contract. 19.03 21.03 The Parties parties acknowledge that should the performance of this Contract result in the development of new proprietary and secret concepts, methods, techniques, processes, adaptations, discoveries, improvements and ideas ("Discoveries"), and to the extent said Discoveries do not include modificationsmodi- fications, enhancements, configurations, translations, derivative works, and interfaces from Consultantthe Contractor’s intellectual property, trade secrets or confidential information, said Discoveries shall: (a) shall be deemed “Work(s) for Hire”; (b) ” and shall be promptly reported to GLWA the City and (c) shall belong solely and exclusively to GLWA the City without regard to their origin, and be treated by Consultant as GLWA’s confidential informationthe Contractor shall not, other than in the performance of this Contract, make use of or disclose said Discoveries to anyone. At GLWAthe City's request, Consultant the Contractor shall execute all documents and papers and shall furnish all reasonable reason- able assistance requested in order to establish in GLWA the City all right, title and interest in said Discoveries Dis- coveries or to enable GLWA the City to apply for United States patents or copyrights for said DiscoveriesDiscover- ies, if the City elects to do so. 19.04 21.04 Any Work Product provided by Consultant the Contractor to GLWA the City under this Contract shall not be discloseddis- closed, published, copyrighted or patented, in whole or in part, by Consultantthe Contractor. The right to the copyright or patent in such Work Product shall vest rest exclusively in GLWAthe City. GLWA Further, the City shall have unrestricted and exclusive authority to publish, disclose, distribute and otherwise use, in whole or in part, any of the Work Product. If Work Product is prepared for publication, it shall carry the following notation on the front cover or title page: "This document was prepared for, and is the exclusive property of, the Great Lakes Water AuthorityCity of Detroit, Michigan, a municipal corporation." 19.05 In 21.05 The Contractor warrants that the event performance of any legal action by a third party against GLWA that GLWA’s authorized use of the Services provided by Consultant under this Contract violates such third party’s shall not infringe upon or violate any patent, copyright, trademark, trade secret or proprietary rightsright of any third party. In the event of any legal action related to the above obligations of the Contractor filed by a third party against the City, Consultant the Contractor shall, at its sole expense, indemnify, defend and hold GLWA the City harmless against any loss, cost, expense or liability arising out of such claim, whether or not such claim is successful. 19.06 21.06 The making of payments, including partial payments by GLWA the City to Consultantthe Contractor, shall vest in GLWA the City title to, and the right to take possession of, all Work Product produced by Consultant the Contractor up to the time of such payments, and GLWA the City shall have the right to use said Work Product for public purposes without further compensation to Consultant the Contractor or to any other person. . 21.07 Upon the completion or other termination of this Contract, all finished or unfinished Work Product Prod- uct prepared by Consultant shall the Contractor shall, at the option of the City, become GLWAthe City's sole and exclusive exclu- sive property whether or not in Consultantthe Contractor's possession. Such Work Product shall be free from any claim or retention of rights on the part of Consultant the Contractor and shall promptly be delivered to GLWAthe City upon the City's request. GLWA The City shall return all of Consultantthe Contractor's property to it. Consultant The Contractor acknowledges that any intentional failure or unreasonable delay on its part to deliver de- liver the Work Product to GLWA the City will cause irreparable harm to GLWA the City not adequately compensable compen- sable in damages and for which GLWA the City has no adequate remedy at law. Consultant accordingly The Contractor accord- ingly agrees that GLWA the City may in such event seek and obtain injunctive relief in a court of competent compe- tent jurisdiction to compel delivery of the Work Product, to which injunctive relief Consultant the Contractor consents, as well as seek and obtain all applicable damages and costs. GLWA The City shall have full and unrestricted use of the Work ProductProduct for the purpose of completing the Services.

Proprietary Rights and Indemnity. 19.01 Consultant 21.01 The Contractor shall not relinquish any proprietary rights in its intellectual property (copyright, patent, and trademark), trade secrets or confidential information as a result of the Services provided pro- vided under this Contract. Any Work Product provided to GLWA the City under this Contract shall not include Consultantthe Contractor’s proprietary rights, except to the extent licensed to GLWAthe City. 19.02 GLWA 21.02 The City shall not relinquish any of its proprietary rights, including, but not limited to, its data, privileged or confidential information, or methods and procedures, as a result of the Services provided pro- vided under this Contract. 19.03 21.03 The Parties parties acknowledge that should the performance of this Contract result in the development of new proprietary and secret concepts, methods, techniques, processes, adaptations, discoveries, improvements and ideas ("Discoveries"), and to the extent said Discoveries do not include modificationsmodi- fications, enhancements, configurations, translations, derivative works, and interfaces from Consultantthe Contractor’s intellectual property, trade secrets or confidential information, said Discoveries shall: (a) shall be deemed “Work(s) for Hire”; (b) ” and shall be promptly reported to GLWA the City and (c) shall belong solely and exclusively to GLWA the City without regard to their origin, and be treated by Consultant as GLWA’s confidential informationthe Contractor shall not, other than in the performance of this Contract, make use of or disclose said Discoveries to anyone. At GLWAthe City's request, Consultant the Contractor shall execute all documents and papers and shall furnish all reasonable reason- able assistance requested in order to establish in GLWA the City all right, title and interest in said Discoveries Dis- coveries or to enable GLWA the City to apply for United States patents or copyrights for said DiscoveriesDiscover- ies, if the City elects to do so. 19.04 21.04 Any Work Product provided by Consultant the Contractor to GLWA the City under this Contract shall not be discloseddis- closed, published, copyrighted or patented, in whole or in part, by Consultantthe Contractor. The right to the copyright or patent in such Work Product shall vest rest exclusively in GLWAthe City. GLWA Further, the City shall have unrestricted and exclusive authority to publish, disclose, distribute and otherwise use, in whole or in part, any of the Work Product. If Work Product is prepared for publication, it shall carry the following notation on the front cover or title page: "This document was prepared for, and is the exclusive property of, the Great Lakes Water AuthorityCity of Detroit, Michigan, a municipal corporation." 19.05 In 21.05 The Contractor warrants that the event performance of any legal action by a third party against GLWA that GLWA’s authorized use of the Services provided by Consultant under this Contract violates such third party’s shall not infringe upon or violate any patent, copyright, trademark, trade secret or proprietary rightsright of any third party. In the event of any legal action related to the above obligations of the Contractor filed by a third party against the City, Consultant the Contractor shall, at its sole expense, indemnify, defend and hold GLWA the City harmless against any loss, cost, expense or liability arising out of such claim, whether or not such claim is successful. 19.06 21.06 The making of payments, including partial payments by GLWA the City to Consultantthe Contractor, shall vest in GLWA the City title to, and the right to take possession of, all Work Product produced by Consultant the Contractor up to the time of such payments, and GLWA the City shall have the right to use said Work Product for public purposes without further compensation to Consultant the Contractor or to any other person. . 21.07 Upon the completion or other termination of this Contract, all finished or unfinished Work Product Prod- uct prepared by Consultant shall the Contractor shall, at the option of the City, become GLWAthe City's sole and exclusive exclu- sive property whether or not in Consultantthe Contractor's possession. Such Work Product shall be free from any claim or retention of rights on the part of Consultant the Contractor and shall promptly be delivered to GLWAthe City upon the City's request. GLWA The City shall return all of Consultantthe Contractor's property to it. Consultant The Contractor acknowledges that any intentional failure or unreasonable delay on its part to deliver de- liver the Work Product to GLWA the City will cause irreparable harm to GLWA the City not adequately compensable compen- sable in damages and for which GLWA the City has no adequate remedy at law. Consultant accordingly The Contractor accord- xxxxx agrees that GLWA the City may in such event seek and obtain injunctive relief in a court of competent compe- tent jurisdiction to compel delivery of the Work Product, to which injunctive relief Consultant the Contractor consents, as well as seek and obtain all applicable damages and costs. GLWA The City shall have full and unrestricted use of the Work ProductProduct for the purpose of completing the Services.

Proprietary Rights and Indemnity. 19.01 Consultant ‌ 21.01 The Contractor shall not relinquish any proprietary rights in its intellectual property (copyright, patent, and trademark), trade secrets or confidential information as a result of the Services provided pro- vided under this Contract. Any Work Product provided to GLWA the City under this Contract shall not include Consultantthe Contractor’s proprietary rights, except to the extent licensed to GLWAthe City. 19.02 GLWA 21.02 The City shall not relinquish any of its proprietary rights, including, but not limited to, its data, privileged or confidential information, or methods and procedures, as a result of the Services provided pro- vided under this Contract. 19.03 21.03 The Parties parties acknowledge that should the performance of this Contract result in the development of new proprietary and secret concepts, methods, techniques, processes, adaptations, discoveries, improvements and ideas ("Discoveries"), and to the extent said Discoveries do not include modificationsmodi- fications, enhancements, configurations, translations, derivative works, and interfaces from Consultantthe Contractor’s intellectual property, trade secrets or confidential information, said Discoveries shall: (a) shall be deemed “Work(s) for Hire”; (b) ” and shall be promptly reported to GLWA the City and (c) shall belong solely and exclusively to GLWA the City without regard to their origin, and be treated by Consultant as GLWA’s confidential informationthe Contractor shall not, other than in the performance of this Contract, make use of or disclose said Discoveries to anyone. At GLWAthe City's request, Consultant the Contractor shall execute all documents and papers and shall furnish all reasonable reason- able assistance requested in order to establish in GLWA the City all right, title and interest in said Discoveries Dis- coveries or to enable GLWA the City to apply for United States patents or copyrights for said DiscoveriesDiscover- ies, if the City elects to do so. 19.04 21.04 Any Work Product provided by Consultant the Contractor to GLWA the City under this Contract shall not be discloseddis- closed, published, copyrighted or patented, in whole or in part, by Consultantthe Contractor. The right to the copyright or patent in such Work Product shall vest rest exclusively in GLWAthe City. GLWA Further, the City shall have unrestricted and exclusive authority to publish, disclose, distribute and otherwise use, in whole or in part, any of the Work Product. If Work Product is prepared for publication, it shall carry the following notation on the front cover or title page: "This document was prepared for, and is the exclusive property of, the Great Lakes Water AuthorityCity of Detroit, Michigan, a municipal corporation." 19.05 In 21.05 The Contractor warrants that the event performance of any legal action by a third party against GLWA that GLWA’s authorized use of the Services provided by Consultant under this Contract violates such third party’s shall not infringe upon or violate any patent, copyright, trademark, trade secret or proprietary rightsright of any third party. In the event of any legal action related to the above obligations of the Contractor filed by a third party against the City, Consultant the Contractor shall, at its sole expense, indemnify, defend and hold GLWA the City harmless against any loss, cost, expense or liability arising out of such claim, whether or not such claim is successful. 19.06 21.06 The making of payments, including partial payments by GLWA the City to Consultantthe Contractor, shall vest in GLWA the City title to, and the right to take possession of, all Work Product produced by Consultant the Contractor up to the time of such payments, and GLWA the City shall have the right to use said Work Product for public purposes without further compensation to Consultant the Contractor or to any other person. . 21.07 Upon the completion or other termination of this Contract, all finished or unfinished Work Product Prod- uct prepared by Consultant shall the Contractor shall, at the option of the City, become GLWAthe City's sole and exclusive exclu- sive property whether or not in Consultantthe Contractor's possession. Such Work Product shall be free from any claim or retention of rights on the part of Consultant the Contractor and shall promptly be delivered to GLWAthe City upon the City's request. GLWA The City shall return all of Consultantthe Contractor's property to it. Consultant The Contractor acknowledges that any intentional failure or unreasonable delay on its part to deliver de- liver the Work Product to GLWA the City will cause irreparable harm to GLWA the City not adequately compensable compen- sable in damages and for which GLWA the City has no adequate remedy at law. Consultant accordingly The Contractor accord- xxxxx agrees that GLWA the City may in such event seek and obtain injunctive relief in a court of competent compe- tent jurisdiction to compel delivery of the Work Product, to which injunctive relief Consultant the Contractor consents, as well as seek and obtain all applicable damages and costs. GLWA The City shall have full and unrestricted use of the Work ProductProduct for the purpose of completing the Services.

Proprietary Rights and Indemnity. 19.01 Consultant 20.01 The Contractor shall not relinquish any proprietary rights in its intellectual property (copyright, patent, and trademark), trade secrets or confidential information as a result of the Services provided under this Contract. Any Work Product provided to the GLWA under this Contract shall not include Consultantthe Contractor’s proprietary rights, except to the extent licensed to the GLWA. 19.02 20.02 The GLWA shall not relinquish any of its proprietary rights, including, but not limited to, its data, privileged or confidential information, or methods and procedures, as a result of the Services provided under this Contract. 19.03 20.03 The Parties parties acknowledge that should the performance of this Contract result in the development of new proprietary and secret concepts, methods, techniques, processes, adaptations, discoveries, improvements and ideas ("Discoveries"), and to the extent said Discoveries do not include modifications, enhancements, configurations, translations, derivative works, and interfaces from Consultantthe Contractor’s intellectual property, trade secrets or confidential information, said Discoveries shall: (a) shall be deemed “Work(s) for Hire”; (b) ” and shall be promptly reported to the GLWA and (c) shall belong solely and exclusively to the GLWA without regard to their origin, and be treated by Consultant as GLWA’s confidential informationthe Contractor shall not, other than in the performance of this Contract, make use of or disclose said Discoveries to anyone. At the GLWA's request, Consultant the Contractor shall execute all documents and papers and shall furnish all reasonable assistance requested in order to establish in the GLWA all right, title and interest in said Discoveries or to enable the GLWA to apply for United States patents or copyrights for said Discoveries, if the GLWA elects to do so. 19.04 20.04 Any Work Product provided by Consultant the Contractor to the GLWA under this Contract shall not be disclosed, published, copyrighted or patented, in whole or in part, by Consultantthe Contractor. The right to the copyright or patent in such Work Product shall vest rest exclusively in the GLWA. Further, the GLWA shall have unrestricted and exclusive authority to publish, disclose, distribute and otherwise use, in whole or in part, any of the Work Product. If Work Product is prepared for publication, it shall carry the following notation on the front cover or title page: "This document was prepared for, and is the exclusive property of, the Great Lakes Water Authority." 19.05 In 20.05 The Contractor warrants that the event performance of any legal action by a third party against GLWA that GLWA’s authorized use of the Services provided by Consultant under this Contract violates such third party’s shall not infringe upon or violate any patent, copyright, trademark, trade secret or proprietary rightsright of any third party. In the event of any legal action related to the above obligations of the Contractor filed by a third party against the GLWA, Consultant the Contractor shall, at its sole expense, indemnify, defend and hold the GLWA harmless against any loss, cost, expense or liability arising out of such claim, whether or not such claim is successful. 19.06 20.06 The making of payments, including partial payments by the GLWA to Consultantthe Contractor, shall vest in the GLWA title to, and the right to take possession of, all Work Product produced by Consultant the Contractor up to the time of such payments, and the GLWA shall have the right to use said Work Product for public purposes without further compensation to Consultant the Contractor or to any other person. . 20.07 Upon the completion or other termination of this Contract, all finished or unfinished Work Product prepared by Consultant shall the Contractor shall, at the option of the GLWA, become the GLWA's sole and exclusive property whether or not in Consultantthe Contractor's possession. Such Work Product shall be free from any claim or retention of rights on the part of Consultant the Contractor and shall promptly be delivered to the GLWA upon the GLWA's request. The GLWA shall return all of Consultantthe Contractor's property to it. Consultant The Contractor acknowledges that any intentional failure or unreasonable delay on its part to deliver the Work Product to the GLWA will cause irreparable harm to the GLWA not adequately compensable in damages and for which the GLWA has no adequate remedy at law. Consultant The Contractor accordingly agrees that the GLWA may in such event seek and obtain injunctive relief in a court of competent jurisdiction to compel delivery of the Work Product, to which injunctive relief Consultant the Contractor consents, as well as seek and obtain all applicable damages and costs. The GLWA shall have full and unrestricted use of the Work ProductProduct for the purpose of completing the Services.

Proprietary Rights and Indemnity. 19.01 Consultant 21.1 The Contractor shall not relinquish any proprietary rights in its intellectual property (copyright, patent, and trademark), trade secrets or confidential information as a result of the Services provided under this Contract. Any Work Product provided to GLWA the City under this Contract shall not include Consultantthe Contractor’s proprietary rights, except to the extent licensed to GLWAthe City. 19.02 GLWA 21.2 The City shall not relinquish any of its proprietary rights, including, but not limited to, its data, privileged or confidential information, or methods and procedures, as a result of the Services provided under this Contract. 19.03 . The Parties parties acknowledge that should the performance of this Contract result in the development of new proprietary and secret concepts, methods, techniques, processes, adaptations, discoveries, improvements and ideas ("Discoveries"), and to the extent said Discoveries do not include modifications, enhancements, configurations, translations, derivative works, and interfaces from Consultantthe Contractor’s intellectual property, trade secrets or confidential information, said Discoveries shall: (a) shall be deemed “Work(s) for Hire”; (b) ” and shall be promptly reported to GLWA the City and (c) shall belong solely and exclusively to GLWA the City without regard to their origin, and be treated by Consultant as GLWA’s confidential informationthe Contractor shall not, other than in the performance of this Contract, make use of or disclose said Discoveries to anyone. At GLWAthe City's request, Consultant the Contractor shall execute all documents and papers and shall furnish all reasonable assistance requested in order to establish in GLWA the City all right, title and interest in said Discoveries or to enable GLWA the City to apply for United States patents or copyrights for said Discoveries, if the City elects to do so. 19.04 21.3 Any Work Product provided by Consultant the Contractor to GLWA the City under this Contract shall not be disclosed, published, copyrighted or patented, in whole or in part, by Consultantthe Contractor. The right to the copyright or patent in such Work Product shall vest rest exclusively in GLWAthe City. GLWA Further, the City shall have unrestricted and exclusive authority to publish, disclose, distribute and otherwise use, in whole or in part, any of the Work Product. If Work Product is prepared for publication, it shall carry the following notation on the front cover or title page: "This document was prepared for, and is the exclusive property of, the Great Lakes Water AuthorityCity of Detroit, Michigan, a municipal corporation." 19.05 In 21.4 The Contractor warrants that the event performance of any legal action by a third party against GLWA that GLWA’s authorized use of the Services provided by Consultant under this Contract violates such third party’s shall not infringe upon or violate any patent, copyright, trademark, trade secret or proprietary rightsright of any third party. In the event of any legal action related to the above obligations of the Contractor filed by a third party against the City, Consultant the Contractor shall, at its sole expense, indemnify, defend and hold GLWA the City harmless against any loss, cost, expense or liability arising out of such claim, whether or not such claim is successful. 19.06 21.5 The making of payments, including partial payments by GLWA the City to Consultantthe Contractor, shall vest in GLWA the City title to, and the right to take possession of, all Work Product produced by Consultant the Contractor up to the time of such payments, and GLWA the City shall have the right to use said Work Product for public purposes without further compensation to Consultant the Contractor or to any other person. . 21.6 Upon the completion or other termination of this Contract, all finished or unfinished Work Product prepared by Consultant shall the Contractor shall, at the option of the City, become GLWAthe City's sole and exclusive property whether or not in Consultantthe Contractor's possession. Such Work Product shall be free from any claim or retention of rights on the part of Consultant the Contractor and shall promptly be delivered to GLWAthe City upon the City's request. GLWA The City shall return all of Consultantthe Contractor's property to it. Consultant . 21.7 The Contractor acknowledges that any intentional failure or unreasonable delay on its part to deliver the Work Product to GLWA the City will cause irreparable harm to GLWA the City not adequately compensable in damages and for which GLWA the City has no adequate remedy at law. Consultant The Contractor accordingly agrees that GLWA the City may in such event seek and obtain injunctive relief in a court of competent jurisdiction to compel delivery of the Work Product, to which injunctive relief Consultant the Contractor consents, as well as seek and obtain all applicable damages and costs. GLWA The City shall have full and unrestricted use of the Work ProductProduct for the purpose of completing the Services.