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interests, or a transfer upon death or disability of any owner, shall not constitute an <br />assignment unless the transferor is one of the key personnel specified in Section 2.2 of this <br />Agreement. <br />12. Independent Contractor. Whether Contractor is a corporation, partnership, other legal <br />entity or an individual, Contractor is an independent contractor. If Contractor is an <br />individual, Contractor's duties will be performed with the understanding that Contractor is a <br />self-employed person, has special expertise as to the services which Contractor is to <br />perform and is customarily engaged in the independent performance of the same or similar <br />services for others. The manner in which the services are performed shall be controlled by <br />Contractor; however, the nature of the services and the results to be achieved shall be <br />specified by City. Contractor is not to be deemed an employee or agent of City and has no <br />authority to make any binding commitments or obligations on behalf of City except to the <br />extent expressly provided herein. <br />13. Confidential Information. To be considered "Confidential Information" under the Contract, <br />information must be clearly marked as "confidential information," in a manner that will be <br />obvious immediately upon access. Each party will limit its use of Confidential Information to <br />the purpose for which it was disclosed by the other party and will use-a reasonable level of <br />care to prevent the intentional or inadvertent misuse, theft or inappropriate disclosure of <br />such information. Contractor understands that all records held by4he City are public records <br />and subject to public disclosure unless a statutory exemption applies, and agrees that City <br />shall have no liability for the disclosure of any Confidential Information under a court order in <br />response to a public records request. Contractor also understands and agrees that the <br />Contract documents and all records of Contractor's fees and charges may not be <br />considered Confidential Information, and are public records for which no exemption to public <br />disclosure applies. <br />14. Compliance with Laws. Contractor shall comply with all applicable Federal, State and <br />local laws, rules, ordinances and regulations at all times and 'in the performance of the <br />Services, including all applicable provisions of Exhibit A. <br />15. Ownership of Work Product. <br />15.1 All tangible or electronic copies of compilations, reports, plans,, drawings, techniques, <br />formulas, works of art, literature or music, or other personal property produced or <br />created specifically for City under the Contract ("Work Products") shall be delivered <br />to the City prior to the completion or termination of the Services and shall be the sole <br />and exclusive property of the City. <br />15.2 In -addition to ownership of the Work Products, City shall also be the owner of all <br />copyrights, if any, existing in any Work Product under the federal copyright act <br />except for those rights of attribution and integrity described in 17 USC 106A. <br />15.3 Unless expressly provided to the contrary herein, Contractor waives all rights of <br />attribution and integrity with respect to any work of visual art except the right to <br />prevent the use of his or her name as the author of the work of visual art in the event <br />of a distortion, mutilation or other modification of the work which would be prejudicial <br />to his or her honor or reputation. . <br />CONTRACT NUMBER -2011-00223 <br />