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the Agency a nonexclusive, royalty-free, irrevocable license (with rights to <br /> sublicense others) in such Materials to translate, reproduce, distribute, prepare <br /> derivative works, publicly perform, and publicly display. The Bank warrants and <br /> represents that it has all rights and permissions, including intellectual property <br /> rights, moral rights, and rights of publicity, necessary to grant such a license to <br /> the Agency. <br /> The Bank shall exert all reasonable effort to advise the Agency, at the time of <br /> delivery of Materials furnished under this Agreement, of all known or potential <br /> invasions of privacy contained therein and of any portion of such document which <br /> was not produced in the performance of this Agreement. The Agency shall <br /> receive prompt written notice of each notice or claim of infringement received by <br /> the Bank with respect to any data delivered under this Agreement. <br /> 51. COVENANT AGAINST CONTINGENT FEES <br /> The Bank warrants that no person or selling agent has been employed or retained <br /> to solicit or secure this Agreement upon an agreement or understanding for a <br /> commission, percentage, brokerage or contingent fee, excepting bona fide <br /> employees or bona fide established agents maintained by the Bank for the purpose <br /> of securing business. The Agency shall have the right, in the event of breach of <br /> this clause by the Bank, to annul this Agreement without liability or, in its <br /> discretion, to deduct from the Agreement price or consideration or recover by <br /> other means the full amount of such commission, percentage, or brokerage or <br /> contingent fee. <br /> 52. DISALLOWED COSTS <br /> The Bank is responsible for any audit exceptions or disallowed costs incurred by <br /> its own organization or that of its Subcontractors. <br /> 53. DUPLICATE PAYMENT <br /> The Agency shall not pay the Bank, if the Bank has charged or will charge the <br /> Agency or any other party under any other contract or agreement for the same <br /> services or expenses. <br /> 54. TREATMENT OF ASSETS <br /> A. Title to all property furnished by the Agency shall remain in the Agency. <br /> Title to all property furnished by the Bank, for the cost of which the Bank <br /> is entitled to be reimbursed as a direct item of cost under this Agreement, <br /> shall pass to and vest in the Agency upon delivery of such property by the <br /> Financial Advisor, Title to other property, the cost of which is <br /> reimbursable to the Agency under this Agreement shall pass to and vest in <br /> Statewide Custody Provider Program <br /> Agreement for Custody Services 25 <br />