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<br />employees and shall be responsible for all applicable withholding taxes.
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<br />5. OWNERSHIP OF MATERIALS
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<br />This Agreement creates a non-exclusive and perpetual license for Contractor to copy, use,
<br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
<br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
<br />authorship fixed in any tangible medium of expression, including but not limited to, physical
<br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
<br />caused to be prepared by Subcontractor under this Agreement (“Documents & Data”).
<br />Subcontractor shall require all subcontractors to agree in writing that Contractor is granted a non-
<br />exclusive and perpetual license for any Documents & Data the subcontractor prepares under this
<br />Agreement. Subcontractor represents and warrants that Subcontractor has the legal right to license
<br />any and all Documents & Data. Subcontractor makes no such representation and warranty in
<br />regard to Documents & Data which were provided to Subcontractor by the Contractor. Contractor
<br />shall not be limited in any way in its use of the Documents and Data at any time, provided that any
<br />such use not within the purposes intended by this Agreement shall be at Contractor’s sole risk.
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<br />6. INSURANCE
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<br />Insurance requirements are attached hereto as Exhibit F.
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<br />7. INDEMNIFICATION
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<br />Subcontractor agrees to defend, and shall indemnify and hold harmless the Contractor, its
<br />officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for
<br />personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of
<br />claims for personal injury, including death, and claims for property damage, which may arise from
<br />the negligent operations of the Subcontractor, its subcontractors, agents, employees, or other
<br />persons acting on its behalf which relates to the services described in section 1 of this Agreement;
<br />and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief is due by reason of the terms of or effects arising from this Agreement. This
<br />indemnity and hold harmless agreement applies to all claims for damages, just compensation,
<br />restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
<br />events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The Subcontractor further agrees to indemnify, hold harmless, and pay all costs for
<br />the defense of the Contractor, including fees and costs for special counsel to be selected by the
<br />Contractor, regarding any action by a third party challenging the validity of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
<br />due to personal or property rights arises by reason of the terms of, or effects arising from this
<br />Agreement. Contractor may make all reasonable decisions with respect to its representation in any
<br />legal proceeding. Notwithstanding the foregoing, to the extent Subcontractor’s services are subject
<br />to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil
<br />Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness,
<br />or willful misconduct of the Subcontractor.
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<br />EXHIBIT 2
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