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afforded, the DEPa,RTMErvT may terminate the Agreement by giving seven (7) days written notice to
<br /> th2 GOVERNMENTAL BODY. Addltl0flally, the Department may terminate the Agreement by giving
<br /> thirty (30) days written notice. In either instance, th2 GOVERNMENTAL BODY Shall b@ Pald fOf the
<br /> value of all authorized and acceptable work performed prior to the date of termination, based upon
<br /> the payment terms set forth in the Agreement.
<br /> D. Location of Service. Service to be performed by the GovERNnnErvTa� Bo�Y shall be
<br /> performed as described in Part 5.
<br /> E. Ownership of Documents/Title to Work. All documents, data and records produced by
<br /> GOVERNMENTAL BODY Ifl CBffylflg OUt GOVERNMENTAL BODY's obligations and services hereunder,
<br /> without limitation and whether preliminary or final, shall become and remain the property of the
<br /> Department. The DEPaRrMErvT shall have the right to use all such documents, data and records
<br /> without restriction or limitation and without additional compensation to GovERrvnnErvTa� Bo�Y. All
<br /> documents, data and records utilized in pertorming research shall be available for examination by
<br /> the DEPaRTMENT upon request. Upon completion of the services hereunder or at the termination
<br /> of this Agreement, all such documents, data and records shall, 1t th2 Opt1011 Of th2 DEPARTMENT,
<br /> be appropriately arranged, 111d@Xed 8ftd d211V@f@d t0 th@ DEPARTMENT by GOVERNMENTAL BODY.
<br /> F. Software. All software and related computer programs produced and developed by
<br /> GOVERNMENTAL BODY (or authorized contractor or subcontractor thereof) in carrying out
<br /> GOVERNMENTAL BODY's obligation hereunder, without limitation and whether preliminary or final,
<br /> shall become and remain th@ pY0P2rt)/ Of bOth DEPARTMENT 111d GOVERNMENTAL BODY. The
<br /> DEPARTMENT Sh811 b@ ff@@ to sell, give, offer or otherwise provide said software and related
<br /> computer programs to any other agency, department, commission, or board of the State of Illinois,
<br /> as well as any other agency, department, commission, board, or other governmental entity of any
<br /> country, state, county, municipality, or any other unit of local government, or to any entity
<br /> consisting of representatives of any unit of government,for official use by said entity. Additionally,
<br /> the DEPaRTMErvT shall be free to offer or otherwise provide said software and related computer
<br /> programs to any current or future contractor.
<br /> The DePaRTMeNT agrees that any entity to whom the software and related computer programs will
<br /> be give, sold or otherwise offered shall be granted only a use license, limited to use for oificial or
<br /> authorized purposes, and said entity shall otherwise be prohibited from selling, giving or otherwise
<br /> offering said software and related computer programs without the written consent of both
<br /> DEPARTMENT 8f1C1 GOVERNMENTAL BODY.
<br /> G. Confidentiality Clause. Any documents, data, records, or other information given to or
<br /> prepared by GovERrvnnErvTa�Bo�v pursuant to this Agreement shall not be made available to any
<br /> individual or organization without prior written appfOV81 by th2 DEPARTMENT. All information
<br /> S2CUf2d by GOVERNMENTAL BODY ffOfll th2 DEPARTMENT Ifl COf111@CtI0f1 Wlth th@ PeffOrl71at1CG' Of
<br /> services pursuant to this Agreement shall be kept confidential unless disclosure of such
<br /> information is approved in writing by the DEPaRTMENr.
<br /> H. R@p01'tlllg/COf1SUIt8t1011. GOVERNMENTAL BODY shall consult with and keep the
<br /> DEPa,RrnnErvT fully informed as to the progress of all matters covered by this Agreement.
<br /> I. Travel Expenses. No expenses for travel, lodging, or per diem shall be paid by the
<br /> DEPaRTMErvT pursuant to this Agreement.
<br /> J. Indemnification. Unless prohibited by State law, the GOVERNMENTAL BODY agrees to
<br /> hold harmless and indemnify the DEPARTMENT, and its officials, employees, and agents,from any
<br /> and all losses, expenses, damages (including loss of use), suits, demands and claims, and shall
<br /> defend any suit or action, whether at law or in equity, based on any alleged injury or damage of
<br /> any type arising from the actions or inactions of the GOVERNMENTAL BODY and/or the
<br /> GOVERNMENTAL BODY'S employees, officials, agents, contractors and subcontractors, and shall
<br /> pay all damages, judgments, costs, expenses, and fees, including attorney's fees, incurred by the
<br /> DEPARTMENT and its officials, employees and agents in connection therewith.
<br /> Intergovernmental Agreement(Rev.Ol/03) 8 Decatur FTA-04
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