2015.08.11 Packet Combined - Laserfiche WebLink

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8.3 Each Party will exercise good faith efforts to resolve disputes without litigation. Such efforts will include, but not be limited to, a meeting attended by each Party's representative empowered to resolve the dispute. Section 9: Work Product 9.1 All written and electronic documents, including without limitation materials, drawings, designs, data, and records developed or produced or obtained in connection with the Services ("Documents") for a Work Order, are instruments of Barr's service to City. Barr retains full rights of ownership in and the right to use all intellectual property involved in the Services subject only to a perpetual license to City and its successors and assigns to use the Services and to implement them for the intended purpose. 9.2 The foregoing notwithstanding, City shall be entitled to obtain for its files a copy of all Documents and all other information related thereto, including any information or material furnished to Barr by any third parties. Electronic documents may be modified intentionally or inadvertently and may not be representative of the actual document. In the event of a conflict between signed reports, CAD files and other documents and those electronic documents provided as an instrument of Barr services, the signed or sealed document shall govern. When accepting document transfer in electronic media format, City accepts exclusive risk relating to long-term capability, usability, or readability of documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by Barr at the beginning of Barr's Services. 9.3 City acknowledges that the Documents are developed or produced for a specific purpose. City agrees not to use the Documents for purposes other than the original purpose for which the Documents were intended and shall defend, indemnify, and hold Barr harmless with respect to any claims asserted by any third party and related damages, losses, and expenses (including, but not limited to, fees and charges of attorneys and other professionals and court or arbitration or other dispute resolution costs) to the extent that the same are caused by any use of any such Documents other than as specifically contemplated by this Agreement. 9.4 All soil borings and monitoring wells placed by Barr or its subcontractors are the property of City, and City shall be responsible for maintaining them as long as they are necessary for their intended or subsequent purposes. City shall be responsible for proper abandonment when they are no longer needed, unless Barr accepts that responsibility in writing. Section 10: Confidentiality 10.1 If requested by the City in writing, the Documents and information contained therein that identifies City or is specific to the Client's situation relative to the Services provided pursuant to a Work Order ("City Information") shall be maintained by Barr in confidence and shall not be disclosed to any person or entity for any reason except as necessary to provide the Services or as provided in Section 10.2. The limitations contained in this Section 10 shall not apply to: a. Information in the public domain at the time of disclosure; P:\Mpls\23 MN\62\23621176 New Brighton DX Response\23621176.00 Initial Res ponse\ProjRiskMgmt\Contracts\New Brig hton_DXResponse_MasterServicesAgmt_FinalAocx Page 7