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Page 5 of 11 16.OWNERSHIP OF DOCUMENTS Except as expressly provided in this Agreement,Municipality shall retain ownership of all Materials and of all work product and deliverables created by Consultant pursuant to this Agreement.The Materials,work product and deliverables shall be used by Consultant solely as provided in this Agreement and for no other purposes without the express prior written consent of Municipality.As between Municipality and Consultant,all work product and deliverables shall become the exclusive property of Municipality when Consultant has been compensated for the same as set forth herein,and Municipality shall thereafter retain sole and exclusive rights to receive and use such materials in such manner and for such purposes as determined by it.Notwithstanding the preceding,Consultant may use the Materials,work product, deliverables,applications,records,documents and other materials provided to perform the Services or resulting from the Services,for purposes of (i)benchmarking of Municipality’s and other client’s performance relative to that of other groups of customers served by Consultant;(ii)improvement, development marketing and sales of existing and future Consultant services,tools and products;(iii) monitoring Service performance and making improvements to the Services.For the avoidance of doubt, Municipality Data will be provided to third parties,other than hosting providers,development consultants and other third parties providing services for Consultant,only on an anonymized basis and only as part of a larger body of anonymized data.If this Agreement expires or is terminated for any reason,all records, documents,notes,data and other materials maintained or stored in Consultant’s secure proprietary software pertaining to Municipality will be exported into a CSV file and become property of Municipality. Notwithstanding the preceding,Consultant shall own all rights and title to any Consultant provided software and any improvements or derivative works thereof. Upon reasonable prior written notice,Municipality and its duly authorized representatives shall have access to any books,documents,papers and records of Consultant that are related to this Agreement for the purposes of audit or examination,other than Consultant’s financial records,and may make excerpts and transcriptions of the same at the cost and expense of Municipality. 17.CONSULTANT ACCESS TO RECORDS Parties acknowledge that Consultant requires access to Records in order for Consultant to perform its obligations under this Agreement.Accordingly,Municipality will either provide to Consultant on a daily basis such data from the Records as Consultant may reasonably request (in an agreed electronic format)or grant Consultant access to its Records and Record management systems so that Consultant may download such data.Data provided to or downloaded by Consultant pursuant to this Section shall be used by Consultant solely in accordance with the terms of this Agreement. 18.CONFIDENTIALITY Consultant shall not disclose,directly or indirectly,any confidential information or trade secrets of Municipality without the prior written consent of Municipality or pursuant to a lawful court order directing such disclosure. 19.CONSULTANT PERSONNEL Consultant shall employ a sufficient number of experienced and knowledgeable employees to perform Services in a timely,polite,courteous and prompt manner.Consultant shall determine appropriate staffing levels and shall promptly inform Municipality of any reasonably anticipated or known employment-related actions which may affect the performance of Services.Additional staffing resources shall be made available to Municipality when assigned employee(s) is unavailable. 20.DISCRIMINATION & ADA COMPLIANCE Consultant will not discriminate against any employee or applicant for employment because of race,color, religion,age,sex,disability,national origin or any other category protected by applicable federal or state law.Such action shall include but not be limited to the following:employment,upgrading,demotion or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms of 100