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employees and shall be responsible for all applicable withholding taxes.
<br /> 5. OWNERSHIP OF MATERIALS
<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 Agreemett shall be at Contractor's sole risk..
<br /> 6. INSURANCE
<br /> Insurance requirements are attached hereto as Exhibit F.
<br /> 7. INDEMNIFICATION
<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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