Definition of “Licensed Products “Licensed Products means any and all products which employ or are produced by the practice of inventions claimed in the Licensed Patents. 5.8.2 Intellectual Property Indemnification. In addition to the indemnification in paragraph 5.6. above, Contractor agrees to defend, at its own expense, and to indemnify and hold harmless the City and its officers, agents, and employees from and against all judgments, claims, damages, suits, liabilities, settlements, costs and demands, including reasonable attorneys’ fees, suffered or incurred by the City as a result of any claim that the Deliverables infringe the patents, copyrights, or other intellectual property rights of third parties, provided that Contractor is notified in writing of such claim. Contractor will have the sole right to control the defense of all such infringement claims, lawsuits and other proceedings including the right to settle the same. In no event will the City settle any such claim, lawsuit, or proceeding without Contractor’s prior written approval. The City will cooperate with Contractor, at Contractor’s expense, in a reasonable way to facilitate the settlement or defense of such claim. If, as a result of any claim of infringement by Contractor, the City is enjoined from using the Deliverables provided under this Agreement, or if Contractor reasonably believes that the Deliverables are likely to become the subject of a claim of infringement, Contractor may, at Contractor’s option and expense, (1) procure the right for the City to continue to use the Deliverables, or (2) replace or modify the Deliverables so as to make them non-infringing and of equal or superior functional and capability for the purpose for which the Deliverable was provided. 5.8.3 Document Delivery. All documents, together with all unused materials supplied by the City, are to be delivered to the City upon completion or termination of this Agreement before the final payment is made to Contractor. All documents prepared by Contractor shall be prepared in a format and at a quality approved by the City. Contractor shall review all documents provided by the City related to the performance of the Services and shall promptly notify the City of any defects or deficiencies discovered in such review. Contractor shall provide timely and periodic submittals of all documents required of Contractor, including sub-agreements, if any, as such become available to the City for review. 5.8.4 Reservation. Nothing in this Agreement shall be interpreted to give either party any rights whatsoever to any Intellectual Property of the other not conceived, created, developed, or reduced to practice pursuant to this Agreement. 5.8.5 Warranty Against Infringement. Contractor warrants that the Deliverables will be free of the rightful claim of any third party by way of infringement or misappropriation of patent, copyright, trade secret, trademark or other rights arising under the laws of the United States. Contractor further warrants that no act or omission of Contractor will result in a third party holding a claim (other than infringement) that interferes with the City’s enjoyment of the Deliverables. Contractor warrants that it owns or possesses the necessary rights, title and licenses necessary to perform its obligations hereunder. CITY OF PHOENIX PUBLIC TRANSIT DEPARTMENT RFP PTD16-002 - COMPUTER AIDED DISPATCH / AUTOMATIC VEHICLE LOCATOR (CAD/AVL) SYSTEM