City Council Agenda and Packet 2021 08 31 SP

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45.0 DOCUMENTS 15.1 The City shall provide Consultant with data, information, reports, and such other documentation as may be available to the City, and reasonably required by the Consultant to perform Services under this Agreement. No information shall, unless as required by law, be disclosed by Consultant to third parties without prior written consent of the City. All documents provided by the City to Consultant shall be returned to the City upon Consultant's completion of the Services. 15.2 All computer input and output, analyses, plans, documents photographic images, tests, maps, surveys, electronic files and written material of any kind generated in the performance of this Agreement or developed for the City in performance of the Services (the "Documents") are and shall remain the sole and exclusive property of the City. All such materials shall be promptly provided to the City upon request therefor and at the time of termination of this Agreement, without further charge or expense to the City. Consultant shall not provide copies of any such material to any other parry without the prior written consent of the City. 15.3 Notwithstanding the foregoing, Consultant will maintain all ownership right, title and interest to all of Consultant's Knowledge. For purposes of this Agreement "Consultant's Knowledge" means Consultant's proprietary programs, modules, products, inventions, designs, data, or other information, including all copyright, patent, trademark and other intellectual property rights related thereto, that are (1) owned or developed by Consultant prior to the Effective Date of this Agreement ("Consultant's Preexisting Knowledge") (2) developed or obtained by Consultant after the Effective Date, that are reusable from client to client and project to project, where the City has not paid for such development; and (3) extensions, enhancements, or modifications of Consultant's Preexisting Knowledge which do not include or incorporate the City's confidential information. To the extent that any Baker Tilly Knowledge is incorporated into the Documents, Consultant grants to the City a non-exclusive, paid up, perpetual royalty -free worldwide license to use such Consultant Knowledge in connection with the Documents, and for no other purpose without the prior written consent of Consultant. 16.0 ENFORCEMENT 16.1 In the event that suit is brought upon this Agreement to enforce its terms, the prevailing party shall be entitled to its reasonable attorneys' fees and related court costs. 16.2 This Agreement shall be deemed entered into in Boulder County, Colorado, and shall be governed by and interpreted under the laws of the State of Colorado. Any action arising out of, in connection with, or relating to this Agreement shall be filed in the District Court of Boulder County of the State of Colorado, and in no other court. Consultant hereby waives its right to challenge the personal jurisdiction of the District Court of Boulder County of the State of Colorado over it. 7 12