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Page 23 of 27 <br />F.Miscellaneous. Nothing contained in this Agreement shall be construed as conferring to <br />the Diversion Authority or any third party any license or right by implication, estoppel or <br />otherwise to any intellectual property rights of Consultant, other than the rights expressly <br />granted under this Agreement. The Diversion Authority and its Member Entities may use <br />said work products for the specific purpose for which the work product was intended. <br />Any other use or reuse, without written verification or adaptation by Consultant will be <br />at the user’s sole risk. <br />G.Diversion Authority Material. As between the parties, the Diversion Authority is the <br />exclusive owner of all material Consultant collects from the Diversion Authority in <br />connection with the services under this Agreement, including copyrights. Within thirty <br />(30) days of the end date of the Agreement, or upon the Diversion Authority’s notice at <br />any time, Consultant must give all materials collected to the Diversion Authority (or to <br />another party at the Diversion Authority’s direction). Unless the Diversion Authority <br />specifies otherwise, all files must be saved in Microsoft Word and Excel formats, as <br />applicable. Consultant must maintain Consultant’s records relating to services under this <br />Agreement and Consultant’s invoices, and all other materials, in an accessible location <br />and condition for a period of not less than one (1) year after the later of: <br />(1)The date when Consultant receives final payment under this Agreement; or <br />(2)The date when the Diversion Authority resolves with Consultant the findings of <br />any final audit. <br />Consultant may retain copies of any original documents Consultant provides to the <br />Diversion Authority and a copy of any material collected from the Diversion Authority <br />in Consultant’s confidential files for the purpose of complying with applicable laws or <br />established company procedure regarding the preservation of business records. <br />47.REUSE OF PROJECT DOCUMENTS. Services and deliverables are for the exclusive use <br />of the Diversion Authority and are not to be relied upon by third parties. All reports, <br />drawings, specifications, documents, and other deliverables of Consultant, whether in hard <br />copy or in electronic form, are Instruments of Service for this Project, whether the Project is <br />completed or not. Upon full payment for services due under this Agreement, Consultant <br />agrees to grant to the Diversion Authority an irrevocable license to the Instruments of <br />Service, the Diversion Authority agrees to indemnify Consultant and Consultant’s officers, <br />employees, subcontractors, and affiliated corporations from all claims, damages, losses, and <br />costs, including, but not limited to, litigation expenses and attorney’s fees arising out of or <br />related to the Diversion Authority’s related entities’ unauthorized reuse, change or alteration <br />of these Project documents. Nothing in this Agreement shall constitute a waiver of the <br />statutory limits of liability set forth in N.D.C.C. § 32-12.1-03 or a waiver of any available <br />immunities or defenses. <br />48.CONFIDENTIAL INFORMATION AND PUBLICITY. <br />A.Consultant agrees to hold in confidence the following confidential information:DRAFT