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modify, maintain, and use. The LPA's consultants and contractors shall not seek or obtain copyrights,
<br />patents, or other forms of proprietary protection for such designs, specifications, processes, devices or
<br />other intellectual properties, and in providing them to the PROJECT, shall relinquish any such protections
<br />should they exist.
<br />11.2 The LPA shall not allow its consultants or contractors to utilize within the development of the PROJECT any
<br />copyrighted, patented or similarly protected design, specification, process, device or other intellectual
<br />property unless the consultant or contractor has provided for such use by suitable legal agreement with the
<br />owner of such copyright, patent or similar protection. A consultant or contractor making use of such
<br />protected items for the PROJECT shall indemnify and save harmless the LPA and any affected third party
<br />from any and all claims of infringement on such protections, including any costs, expenses, and damages
<br />which it may be obliged to pay by reason of infringement, at any time during the prosecution or after the
<br />completion of work on the PROJECT.
<br />11.3 In the case of patented pavements or wearing courses where royalties, licensing and proprietary service
<br />charges, exacted or to be exacted by the patentees, are published and certified agreements are filed with
<br />the LPA, guaranteeing to prospective bidders free unrestricted use of all such proprietary rights and
<br />trademarked goods upon payment of such published charges, such patented pavements or wearing courses
<br />may be specifically designated in the proposal and competition secured upon the item exclusive of the
<br />patent or proprietary charges.
<br />12. TERMINATION: DEFAULT AND BREACH OF CONTRACT
<br />12.1 Neglect or failure of the LPA to comply with any of the terms, conditions, or provisions of this Agreement,
<br />including misrepresentation of fact, may be an event of default, unless such failure or neglect are the result
<br />of natural disasters, strikes, lockouts, acts of public enemies, insurrections, riots, epidemics, civil
<br />disturbances, explosions, orders of any kind of governments of the United States or State of Ohio or any of
<br />their departments or political subdivisions, or any other cause not reasonably within the LPA's control. If a
<br />default has occurred, ODOT may terminate this agreement with thirty (30) days written notice, except that
<br />if ODOT determines that the default can be remedied, then ODOT and the LPA shall proceed in accordance
<br />with sections 12.2 through 12.4 of this Agreement.
<br />12.2 If notified by ODOT in writing that it is in violation of any of the terms, conditions, or provisions of this
<br />Agreement, and a default has occurred, the LPA shall have thirty (30) days from the date of such notification
<br />to remedy the default or, if the remedy will take in excess of thirty (30) days to complete, the LPA shall have
<br />thirty (30) days to satisfactorily commence a remedy of the causes preventing its compliance and curing the
<br />default situation. Expiration of the thirty (30) days and failure by the LPA to remedy, or to satisfactorily
<br />commence the remedy of, the default whether payment of funds has been fully or partially made, shall
<br />result in ODOT, at its discretion, declining to make any further payments to the LPA, or in the termination
<br />of this Agreement by ODOT. If this Agreement is terminated, the LPA may be liable to repay to ODOT all of
<br />the Federal funds disbursed to it under this Agreement.
<br />12.3 The LPA, upon receiving a notice of termination from ODOT for default, shall cease work on the terminated
<br />activities covered under this Agreement. If so requested by ODOT, the LPA shall assign to ODOT all its rights,
<br />title, and interest to any contracts it has with any consultants or contractors. Otherwise, the LPA shall
<br />terminate all contracts and other agreements it has entered into relating to such covered activities, take all
<br />necessary and appropriate steps to limit disbursements and minimize any remaining costs. At the request of
<br />ODOT, the LPA may be required to furnish a report describing the status of PROJECT activities as of the date
<br />of its receipt of notice of termination, including results accomplished and other matters as ODOT may require.
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