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of the Services, then an equitable adjustment shall be made to the Contract Amount and/or the Schedule. In the event the Parties are unable to agree on the equitable adjustment to the Contract Amount or Schedule, or both, then Developer shall proceed with the change in design. but Developer may submit a claim for additional compensation or additional time, or both in accordance with the provisions set forth in Section 12 of this Agreement. if the City does not accept a claim submitted by Developer pursuant to this Section 9, the dispute shall be resolved in accordance with the provisions of Section 12 of this Agreement. 10. OWNERSHIP OF PLANS All documents, plans, specifications, diagrams, schematics, and other deliverables produced by the Developer for City under this Agreement and the Instruments of Service which the Developer delivers pursuant to this Agreement, shall become and remain the City's exclusive property and shall be used exclusively for the City's benefit from the date of creation forward unless express written permission is given by the City. The Developer shall not publish or disclose those reports, studies, plans or other documents to any entities or persons other than the City and its representatives without the prior written consent of the City. Upon payment of all compensation due to Developer for all Services that have been performed under this Agreement, the Instruments of Service shall be furnished by Developer to the City under this Agreement ( the "Work Product"). Developer hereby agrees to transfer and assign to the City all right, title and interest, in the Work Product for the Project. This irrevocable transfer and assignment includes but is not limited to Work Product in paper and electronic forms, and all Work Product for the Project that has been or will be prepared or created by or on behalf of Developer for the Project, and including any derivations, modifications, changes, translations, revisions, elaborations, adaptations or transformations of the Work Product. Developer shall affect such transfer and assignment notwithstanding any disputed or outstanding payment from City. The Work Product may be used or reused by the City for the improvements contemplated by the Project, and for no other purpose. The City shall have the right, internally or by and through other design professionals, to modify the Work Product prepared by or on behalf of Developer for use in connection with the Project without Developer's written consent; provided, however, Developer shall not be liable for any claims relating to such modifications or the use of the Work Product for any other project without Developer's written consent. Developer shall ensure that its consultants, subcontractors, and other third parties or entities providing Services on behalf of Developer agree in writing to the transfer and assignment of ownership rights in all Work Product that they produced, to the same extent that Developer has agreed in this Section 10. Notwithstanding the foregoing, neither Developer nor its design professionals shall be required to transfer or license any rights in the software or digital design package used in connection with the design of the Project. 11. INDEMNIFICATION A. Developer shall indemnify, defend and hold harmless City against any liabilities, loss, damages or expenses (including reasonable attorneys' fees) incurred by the City in