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<br /> 43.1 Patents: Contractor hereby assigns to Everett all rights in any invention, improvement, or
<br /> discovery, together with all related information, including but not limited to, designs,
<br /> specifications, data, patent rights and findings developed in connection with the performance of
<br /> this Contract or any subcontract hereunder. Notwithstanding the above, the Contractor does not
<br /> convey to Everett, nor does Everett obtain, any right to any document or material utilized by
<br /> Contractor that was created or produced separate from this Contract or was preexisting material
<br /> (not already owned by Everett),provided that the Contractor has clearly identified in writing such
<br /> material as preexisting prior to commencement of the Work. To the extent that preexisting
<br /> materials are incorporated into the Work, the Contractor grants Everett an irrevocable, non-
<br /> exclusive, fully paid, royalty-free right and/or license to use, execute, reproduce,-display, and
<br /> transfer the preexisting material,but only as an inseparable part of the Work.
<br /> 43.2 Copyrights: For materials and documents prepared by Contractor in connection with the
<br /> Work, Contractor shall retain the copyright(including the right of reuse)whether or not the Work
<br /> is completed. Contractor grants to Everett a non-exclusive, irrevocable, unlimited, royalty-free
<br /> license to use every document and all other materials prepared by the Contractor for Everett
<br /> under this Contract. If requested by Everett, a copy of all drawing, prints, plans, field notes,
<br /> reports, documents, files, input materials, output materials, the media upon which they are
<br /> located(including cards,tapes, discs and other storage facilities), software programs or packages
<br /> (including source code or codes, object codes,upgrades, revisions,modifications, and any related
<br /> materials) and/or any other related documents or materials which are developed solely for, and
<br /> paid for by, Everett in connection with the performance of the Work, shall be promptly delivered
<br /> to Everett.
<br /> Everett may make and retain copies of such documents for its information and reference in
<br /> connection with their use on the project. The Contractor does not represent or warrant that such
<br /> documents are suitable for reuse by Everett, or others, on extensions of the project, or on any
<br /> other project. Contractor represents and warrants that it has all necessary legal authority to make
<br /> the assignments and grant the licenses required by this Section.
<br /> 45.0 Key Persons.
<br /> Contractor shall not transfer or reassign any individual designated in this Contract as essential to
<br /> the Work, without the express written consent of Everett, which consent shall not be
<br /> unreasonably withheld. If, during the term of this Contract, any such individual leaves the
<br /> Contractor's employment, the Contractor shall present to Everett one or more individual(s) with
<br /> greater or equal qualifications as a replacement, subject to Everett's approval, which shall not be
<br /> unreasonably withheld. Everett's approval or disapproval shall not be construed to release the
<br /> Contractor from its obligations under this Contract.
<br /> 46.0 Disputes.
<br /> The parties shall endeavor to resolve any dispute or misunderstanding that may arise under this
<br /> Contract concerning Contractor's performance, if mutually agreed to be appropriate, through
<br /> negotiations between the Contractor's Project Manager and Everett's Project Manager, or if
<br /> mutually agreed, referred to the City's named representative and the Contractor's senior
<br /> executive(s). Either party may decline or discontinue such discussions and may then pursue
<br /> other means to resolve such disputes including termination as allowed for within the contract, or
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