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<br />These obligations of confidentiality will apply during the Term of this Agreement and will
<br />survive indefinitely upon termination of this Agreement.
<br />7.Ownership of Intellectual Property. All intellectual property and related material, includingany Trade Secrets, moral rights, goodwill, relevant registrations or applications forregistration, and rights in any patent, copyright, trademark, trade dress, industrial design, and
<br />trade name (the “Intellectual Property”) that is developed or produced under this Agreement
<br />is a “work made for hire” and will be the sole property of the Authority. The use of theIntellectual Property by the Authority will not be restricted in any manner. Watts may not usethe Intellectual Property for any purpose other than that contracted for in this Agreementexcept with the written consent of the Authority. Watts will be responsible for any and all
<br />damages resulting from the unauthorized use of the Intellectual Property.
<br />8.Return of Property. Upon termination of this Agreement or expiration of its Term, Watts willreturn to the Authority any property, documentation, records, or confidential informationwhich is the Authority’s property.
<br />9.Capacity/Independent Contractor. In providing the Services under this Agreement, Watts isacting as an independent contractor and not as an employee. Watts and the Authorityacknowledge that this Agreement does not create a partnership or joint venture between themand is exclusively a contract for service. The Authority is not required to pay, or make anycontributions to, any social security, local, state, or federal tax, unemployment compensation,
<br />workers’ compensation, insurance premium, profit-sharing, pension, or any other employeebenefit for Watts during the Term. Watts is responsible for paying, and complying withreporting requirements for, all local, state, and federal taxes related to payments made to Wattsunder this Agreement.
<br />10.Indemnification. Watts agrees to release, hold harmless, defend, and indemnify the Authority,Cass County Joint Water Resource District, the City of Fargo, Cass County, and the State ofNorth Dakota, and expressly assumes all risk of personal injury, death, and property damageor loss, from whatever cause, arising out of the performance of any obligation under thisAgreement or incurred in connection with this Agreement. Such obligation shall extend to
<br />any risk, damage, or loss incurred through the action or failure to act of Watts’ employees,subcontractors, agents, assignees, or invitees, or any employees, subcontractors, agents,assignees, or invitees of Watts’ agents. Watts’ obligation to indemnify the Authority, CassCounty Joint Water Resource District, the City of Fargo, Cass County, and the State of NorthDakota shall include, but is not limited to: any and all claims, demands, liabilities, causes of
<br />action, penalties, losses, costs, damages, and expenses, including reasonable investigation andattorneys’ fees and expenses and court costs, that may arise against or incurred by theAuthority or the State of North Dakota in any way related to, caused by, or arising out of orin connection with the subject matter of this Agreement. Watts shall not be required toindemnify the Authority, Cass County Joint Water Resource District, the City of Fargo, Cass
<br />County, or the State of North Dakota for claims, liabilities, damages, losses, or expensescaused by wrongful acts or omissions of the entities, their agents, or their employees. Theprovisions of this Section shall survive the Term or any termination of this Agreement.
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