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Agreement so long as Consultant provides the services contemplated hereunder in a timely manner. 7. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for Client to copy, use, modify, reuse, or sublicense 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 Client is granted a non-exclusive 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 Client. Client shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Client's sole risk 8. INDEMNIFICATION Client agrees to indemnify, hold harmless and defend Consultant from and against any and all claims, causes of action, suits, legal or administrative proceedings, and any resulting damages, losses, penalties, fines or liabilities, including reasonable attorney fees and litigation costs, to the extent to have resulted from Client's negligence. Consultant agrees to indemnify, hold harmless and defend Client from and against any and all claims, causes of action, suits, legal or administrative proceedings, and any resulting damages, losses, penalties, fines or liabilities, including reasonable attorney fees and litigation costs, to the extent to have resulted from Consultant's negligence. 9. CONFIDENTIALITY All reports, documents and materials prepared by Consultant or provided to Consultant in the course of Consultant's performance of services hereunder shall be considered Confidential Information, and shall be the exclusive property of Client. Confidential Information may not be shared with or divulged to others by Consultant without the permission of Client. Consultant shall treat all Confidential Information with at least the same degree of care Consultant accords Consultant's own secret, proprietary information. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the Client.