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b. Consultant shall not charge the City for any annual fees associated with the implementation of the CaseWare software. This does not include maintenance services costs as provided above. c. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for a one (1) year term, unless terminated earlier in accordance with Section 14, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non -transferable and perpetual license for City to copy, use, modify, or reuse any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non -transferable and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. Consultant retains all right and title to any computer programs and related intellectual capital created under the terms of this Agreement and is able to use such IP for other customers. F.H. Black & Company Incorporated shall retain all right and title to any computer programs and related intellectual capital developed hereunder (collectively, the "Intellectual Property") and shall have the right to incorporate such Intellectual Property in work for other customers and in its programs generally. Upon payment of agreed fees, the City shall have a non-exclusive, non -transferable 99 year license to use such Intellectual Property for its and its affiliated companies' internal business use only. The City expressly recognizes that it is not the Page 2 of 8