|
MERCHANTABILITY, NON - INFRINGEMENT, OR FITNESS FOR A PARTICULAR
<br />PURPOSE, OR OTHERWISE.
<br />d. Rights and Ownership.
<br />i) All services provided by VisionPoint under this Agreement shall be for the exclusive use of
<br />the County for the specific purposes contemplated in the Statement of Work, except that
<br />VisionPoint shall retain the right to use all services provided to County for self - promotion
<br />purposes, including in our online portfolio, offline presentations, case studies and press
<br />releases. The County shall not have any right to use the services or work provided by
<br />VisionPoint for any other purposes, including but not limited to selling, assigning or
<br />otherwise transferring rights to any artwork, :drawings, specifications, code, website
<br />applications and other materials provided by VisionPoint, except in a transaction whereby
<br />substantially all of the assets of County are sold to a third party.
<br />ii) All right, title and interest in all drawings,: artwork, specifications, code, website
<br />applications and other materials remain the property of VisionPoint. The County shall be
<br />entitled to temporary possession of such materials only for the purpose of reproduction after
<br />which all materials shall be returned, unaltered, to VisionPoint. Ownership of all materials
<br />provided by County shall remain the :exclusive property of the County.
<br />iii) VisionPoint shall retain all right, tithe and interest in and to. (i) the Deliverables, including
<br />but not limited to all patent, copyright, trademark and other intellectual property rights
<br />therein; and (ii) all methodologies, processes, techniques, ideas, concepts, trade secrets and
<br />know -how embodied in the Deliverables or that VisionPoint may develop or supply in
<br />connection with this Agreement or the Statement of Work (the "VisionPoint Knowledge ").
<br />Subject to the confidentiality restrictions contained herein, VisionPoint may use the
<br />Deliverables and the VisionPoint Knowledge forany purpose. All preliminary concepts and
<br />visual presentations produced by VisionPoint remain the property of VisionPoint and may
<br />not be used by the County without the written permission of VisionPoint. VisionPoint shall
<br />retain all artwork, drawings, code and specifications, for which reproduction rights have
<br />been granted to County for a period of six (6 months from the date of signing of this
<br />Agreement. Upon expiration of this period, all such materials may be destroyed unless the
<br />County has requested, in writing, that they be retained and agrees to pay reasonable storage
<br />charges. The County shall have reasonable access to all such materials for the purpose of
<br />review.
<br />8. Insurance
<br />a. General Requirements. VisionPoint shall purchase ;and maintain and shall cause each of his
<br />subcontractors to purchase and maintain,: during the period of performance of this Agreement.
<br />i) Worker's Compensation Insurance for protection from claims under workers' or
<br />workmen's compensation acts;
<br />ii) Comprehensive General Liability Insurance covering claims arising out of or relating to
<br />bodily injury, including bodily injury, sickness, disease or death of any of VisionPoint's
<br />employees or any other person and to real and personal property including loss of use
<br />resulting thereof,
<br />iii) Comprehensive Automobile Liability Insurance, including hired and non -owned vehicles,
<br />if any, covering personal injury or death, and property damage; and
<br />iv) Professional Liability Insurance; covering personal injury, bodily injury and property
<br />damage and claims arising out of or related to the performance under this Agreement by
<br />VisionPoint or its agents, employees or subcontractors.
<br />Revised May 9, 2012
<br />6
<br />
|