format, shall be owned solely and exclusively by Pace. All copyrights and patents
with respect to such intellectual property created for Pace in accordance with this
Agreement shall be registered in the name of Pace University. If the Work is
determined not to be a work made for hire under the Copyright Act, then, as of the
date of this Agreement or the creation of any of the intellectual property, whichever is
earlier, Vendor irrevocably transfers and assigns to Pace the entire right, title, and
interest, including, but not limited to, copyright, in and to the intellectual property, in
whole or in part, together with all extensions of such copyrights, that may be secured
under the Copyright Act or under any other copyright law or similar law in effect in
the United States or in any other countries or under any treaties, conventions, or
proclamations. Vendor agrees to execute and deliver to Pace any documents that may
be necessary to effectuate the transfer and assignment of the intellectual property
rights in the Work contemplated by this Agreement and to do such other acts and
things as may be reasonably requested by Pace to perfect or evidence such transfer.
Vendor shall have no ownership or copyright in Pace materials, nor in the intellectual
property contained therein, nor in the delivery formats, whether electronic, print or
any other form. [USE THE FOLLOWING SENTENCE ONLY FOR CONTRACTS
WITH PROVIDERS OF INTELLECTUAL PROPERTY WHO ARE BASED
OUTSIDE THE U.S.: Vendor hereby waives any moral rights of any kind in the
Work and the intellectual property.] Pace shall have no rights in any of Vendor’s
intellectual property that is not developed specially for Pace pursuant to this
Agreement.
14. Indemnification. Vendor agrees to defend, indemnify, and hold harmless Pace
University, its successors and assigns, and their respective trustees, officers,
employees, and agents (the “Indemnified Parties”) to the fullest extent permitted by
law from and against any and all claims or demands whatsoever, including, but not
limited to, associated costs, expenses, and reasonable attorneys’ fees incurred on
account thereof (“Claims”) asserted against Pace as a result of Vendor’s work or
performance or non-performance of this Agreement, including, but not limited to,
Claims that may be asserted by any person(s), including, but not limited to,
Consultant’s employees and employees of Vendor’s subcontractors or agents
(“Claimants”), for loss, damage, death, injury, sexual harassment, or molestation to or
of persons or property; or, where applicable, infringement of any third-party
intellectual property rights, including, but not limited to, those of copyright; or, where
applicable, unauthorized release of or failure to protect confidential information of all
types, including, but not limited to, personally identifiable information (PII) or
electronic protected health information (ePHI) (“Losses”) arising in any manner out
of or incident to Vendor’s performance or nonperformance hereunder.
15. Cooperation. The parties agree to cooperate with each other in connection with
any internal investigations by Pace or Vendor of possible violation of their respective
policies and procedures and any third party litigation, except that Pace shall not be
required to have any contact with any Union or Union representatives of Vendor’s
employees or subcontractors or participate in any Union grievance or other