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3. TERM <br />This Agreement shall commence on the date first written above and continue through April <br />3, 2018, unless terminated earlier in accordance with Section 16, below. <br />4. CONFIDENTIALITY AND PRIVILEGE <br />The services to be performed by Consultant under this Agreement will be under the <br />direction and supervision of the City's Office of the City Attorney. All information and documents <br />shared with Consultant as well as all work performed by Consultant in connection with this <br />Agreement should be treated as strictly confidential. Moreover, all communications between <br />Consultant and City shall be treated as protected by the attomey-client privilege and the attorney <br />work product doctrine. Accordingly, information received by Consultant from City should be kept <br />in a secure place, and no information about this work may be disclosed to any third party without <br />City's prior written approval. Consultant shall provide materials directly to the City Attorney, <br />Sonia Carvalho, or selected members of her office, as directed by the City Attorney. All such <br />information and any written product in connection with Consultant's retention under this <br />Agreement, shall be marked as "PRIVILEGED AND CONFIDENTIAL / ATTORNEY -WORK <br />PRODUCT" and shall be the property of the City Attorney's Office, and shall be returned/provided <br />to the Office of the City Attorney with all copies upon the request of the City Attorney. <br />5. INDEPENDENT CONSULTANT <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent consultant and not an employee of the City. This Agreement is not intended nor shall <br />it be construed to create an employer-employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />perforans the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. <br />6. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City 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 Consultant under this Agreement ("Documents & Data"). Consultant <br />shall require all subconsultants to agree in writing that City is granted a non-exclusive and <br />perpetual license for any Documents & Data the subconsultant prepares tinder this Agreement. <br />Consultant represents and warrants that Consultant has the legal right to license any and all <br />Documents & Data. Consultant makes no such representation and warranty in regard to <br />Documents & Data which were provided to Consultant by the City. City shall not be limited in <br />Page 2 of 8 <br />