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5. EMPLOYMENT STATUS 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; provided always however that the services to be provided by CONSULTANT shall be provided in a manner consistent with all applicable standards and regulations governing such services. 6. NON -ASSIGNMENT OF AGREEMENT Inasmuch as this AGREEMENT is intended to secure the specialized services of the CONSULTANT, CONSULTANT may not assign, transfer, delegate, or sublet any interest therein without the prior written consent of the CITY and any such assignment, transfer, delegation or sublease without the CITY's prior written consent shall be considered null and void. Nothing in this AGREEMENT shall be construed to limit the CITY's ability to have any of the services which are the subject of this AGREEMENT performed by CITY personnel or by other consultant's retained by the CITY. 7. CONFLICT OF INTEREST CLAUSE CONSULTANT covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with the performance of the services specified under this AGREEMENT. S. USE OF THE PROGRAM AND PROGRAM DOCUMENTATION CITY and CONSULTANT agree that each shall have the right to use and disseminate to third parties the program and program materials without restriction. Such third parties shall have the right to use such program or materials without restriction. Specifically, CONSULTANT shall have the right to distribute or sell the program and materials to third parties without compensation being paid to CITY. Additionally, CITY may distribute the program and materials without additional payment by CITY or the third parties to CONSULTANT. 9. INDEMNIFICATION A. The CITY shall indemnify, defend and hold harmless the CONSULTANT from any claim, demand, liability, judgment or expense arising out of the CONSULTANT's good faith performance pursuant to this AGREEMENT; provided however, that the CITY shall not be obligated to indemnify and hold 4