14. RETURN OF PROPERTY.
Within seven (7) days of the termination of this Agreement, whether by expiration or otherwise,
the Developer agrees to return to the Town all Town products, samples, models, or other
property and all documents, retaining no copies or notes, relating to the Town’s business
including, but not limited to, reports, abstracts, lists, correspondence, information, computer
files, computer disks, and all other materials and all copies of such material obtained by the
Developer during and in connection with its representation of the Town. All files, records,
documents, blueprints, specifications, information, letters, notes, media lists, original
artwork/creative, notebooks, and similar items relating to the Town’s business, whether prepared
by the Developer or otherwise coming into its possession, shall remain the Town’s exclusive
property.
15. INDEMNIFICATION.
(a) Of Town by Developer. The Developer shall indemnify and hold harmless the
Town and its officers, members, managers, employees, agents, contractors, sublicensees,
affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities,
costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’
fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur
and that arise or result primarily from (i) any gross negligence or willful misconduct of the
Developer arising from or connected with the Developer’s carrying out of its duties under this
Agreement, or (ii) the Developer’s breach of any of its obligations, agreements, or duties under
this Agreement.
(b) Of Developer by Town. The Town shall indemnify and hold harmless the Developer
from and against all Claims that it may suffer from or incur and that arise or result primarily
from (i) the Town’s operation of its business, (ii) the Town’s breach or alleged breach of, or its
failure or alleged failure to perform under, any agreement to which it is a party, or (iii) the
Town’s breach of any of its obligations, agreements, or duties under this Agreement; provided,
however, none of the foregoing result from or arise out of the actions or inactions of the
Developer.
16. INTELLECTUAL PROPERTY.
(a) No Intellectual Property Infringement by Developer. The Developer hereby
represents and warrants that the use and proposed use of the app by the Town or any third party
does not and shall not infringe, and the Developer has not received any notice, complaint, threat,
or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial
design, or other rights of any third party in the app, and the use of the app will not include any
activity that may constitute “passing off.” To the extent the app infringes on the rights of any
such third party, the Town shall obtain a license or consent from such third party permitting the
use of the app.