CONTRACT 7002 OtherAgreement No. 7002
w
COPYRIGHT RELEASE
This Copyright Release ("Release") is provided by NORTHROP GRUMMAN SYSTEMS
CORPORATION, a corporation incorporated under the laws of the State of Delaware ("Northrop
Grumman" or "Releasor") to The City of El Segundo ("City") (collectively, "Releasee").
WHEREAS Releasee seeks permission from Northrop Grumman to use the Material (as
defined herein) for the Purpose (as defined herein); and
WHEREAS Northrop Grumman agrees to grant such permission to Releasee to the extent
it has right, title and interest in and to the Material;
NOW THEREFORE, subject to the limitations, terms, and conditions herein, Northrop
Grumman provides the following to Releasee:
1. DEFINITIONS
The following capitalized terms, as used in this Release, will have the respective meanings set
forth below:
1.1 "Material" shall mean the photographs, images, and/or illustrations, a reproduction of
which is attached hereto as Schedule A.
1.2 "Purpose" shall mean the use, storage, publishing, display, sale, reproduction, distribution,
hosting, delivering, transmitting, and otherwise providing access to the Material in or as
part of the Publication in all formats and media, and by any means, methods, or
technologies, now known and hereafter developed, including, without limitation, print,
digital and other electronic formats.
1.3 "Territory" shall mean worldwide.
1.4 "Publication" shall mean the following publication and any and all updates, revisions,
abridgements, editions, custom or state or school -district or educational institution specific
versions, adaptations, and product offerings that use portions of the same:
Title
--ity's Public Works Department Project No. 23-04 for
City monument sign (the "City Monument Sign")
Author/Editor
2. RELEASE
2.1 To the extent that it has present right, title, and interest in the Material, Northrop Grumman
hereby (i) grants to Releasee a royalty -free, nonexclusive license to use, subject to the terms
and conditions of this Release, the Material for the Purpose in the Territory, and to
authorize others to do so; and (ii) covenants and agrees not to sue or bring any action in
any court, forum, or arbitration proceeding, against the Releasee, and its successors and
assigns, asserting any copyright claim or other claim based on use by Releasee of the
Agreement No. 7002
Material for the Purpose in the Territory in accordance with the terms and conditions of
this Release.
2.2 Northrop Grumman makes no representation or warranty of any kind with respect to its
rights, title, and interest in and to the Material. Releasee does not hereby acquire any
release, right, or license of any kind or nature, that exceeds Northrop Grumman's right,
title, and interest in and to the Material, if any.
2.3 The credit for use of the Material by Releasee hereunder shall state "Courtesy Northrop
Grumman" for any resulting media, imagery or publications associated with monument
appearing in print and/or digital.
3. CONSIDERATION
Releasee agrees to notify Releasor via email of any related media or publications associated with
monument within thirty (30) days after its publication date. Releasee grants to Northrop
Grumman and its Affiliates a perpetual, royalty -free, worldwide, non-exclusive right and license
to use, reproduce, and distribute (but not sell) the Publication for internal or promotional
purposes.
4. CHOICE OF LAW AND VENUE
This Release shall be interpreted and construed, and its performance and any dispute arising
hereunder shall be governed, in all respects by the substantive and procedural laws and judicial
decisions of the State of New York and the United States of America. The Parties agree that the
exclusive venue for any action brought to enforce and/or interpret the provisions of this
Agreement shall lie in the Supreme Court of the State of New York, county of New York, or in
the United States District Court for the Southern District of New York, United States of
America.
5. DISCLAIMER OF ALL WARRANTIES
NORTHROP GRUMMAN MAKES NO REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE MATERIAL. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, NORTHROP GRUMMAN MAKES
NO EXPRESS, IMPLIED OR STATUTORY WARRANTY WHATSOEVER INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, ENFORCEABILITY, NON -
INFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE
OR TRADE.
6. OTHER
This Release shall be interpreted and construed, and its performance and any dispute arising
hereunder shall be governed, in all respects by the substantive and procedural laws and judicial
decisions of the State of New York and the United States of America. The Parties agree that the
exclusive venue for any action brought to enforce and/or interpret the provisions of this
Agreement shall lie in the Supreme Court of the State of New York, county of New York, or in
Agreement No. 7002
the United States District Court for the Southern District of New York, United States of
America.
By
� ai�i�golnik ,. w.,....
Ditector, Media & Public Relations
Northrop 1Grumman Systems Corporation
Date �J u �„ Z
C 0 " EL S G DO
By:
Darrell George
City Manager
City of El Segundo
Date: 7 v — Z �.
i
Tracy Weaver
City Clerk
Date:
APPROVED AS TO FORM:
MAPK D. HENSLEY, CITY ATTORNEY
Joa„tuin Vazquez
Assistant City Attorney
Date:_.,,_ July 10, 2024
Agreement No. 7002
Schedule A
Material:
z I z L.0 E
Photographs titled:
1. "09-43-37 France Signs Agreement to Purchase Northrop Grumman's E-2D Advanced
Hawkeye",
2. "Building the Future of Space Exploration 1",
3. "Northrop Grummans Cygnus Spacecraft Begins Secondary Mission in Space",
4. "Northrup+Grumman_MQ-Next",
5. "Northrop Grumman Enhances Alliance Security with Delivery of Fifth NATO RQ-4D
Phoenix",
6. "UH60Vcockpit"
7. "Northrop Grumman -built Satellite to Support US Space Force National Security
Mission"
4
Agreement No. 7002
Agreement No.
[SIGNATURES FOLLOW EXHIBIT "A," BELOW]
EXHIBIT "A"
COPY OF MATERIAL
Northrop Grumman Enhances Building the Future of Space Exploration 1
Alliance Security with Delivery of
Fifth NATO RQ-4D Phoenix
Northrop Grummans Cygnus Northrup+Grumman_MQ-Next
Spacecraft Begins Secondary Mission
in Space
Agreement No. 7002
Agreement No.
Northrop Grumman -built Satellite to Support US Space Force National Security Mission
Grumman's E-21D Advanced Hawkeye
UH60V-cockpit