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OPENGOV SOFTWARE SERVICES AGREEMENT
<br />include cost of coach airfare travel round trip from the individual’s location to Customer's location,reasonable
<br />hotel accommodations, ground transportation and meals.
<br />3.RESTRICTIONS AND RESPONSIBILITIES
<br />3.1 Restrictions.Customer may not use the Software Services in any manner or for any purpose other than
<br />as expressly permitted by the Agreement.Customer shall not,and shall not permit or enable any third party to:
<br />(a)use or access any of the Software Services to build a competitive product or service;(b)modify,disassemble,
<br />decompile,reverse engineer or otherwise make any derivative use of the Software Services (except to the extent
<br />applicable laws specifically prohibit such restriction);(c)sell,license,rent,lease,assign,distribute,display,host,
<br />disclose,outsource,copy or otherwise commercially exploit the Software Services;(d)perform or disclose any
<br />benchmarking or performance testing of the Software Services;(e)remove any proprietary notices included with
<br />the Software Services;(f)use the Software Services in violation of applicable law;or (g)transfer any confidential
<br />personally identifiable information to OpenGov or the Software Services platform.
<br />3.2 Responsibilities.Customer shall be responsible for obtaining and maintaining computers and third party
<br />software systems of record (such as Customer’s ERP systems)needed to connect to,access or otherwise use
<br />the Software Services.Customer also shall be responsible for:(a)ensuring that such equipment is compatible
<br />with the Software Services,(b)maintaining the security of such equipment,user accounts,passwords and files,
<br />and (c) all uses of Customer user accounts by any party other than OpenGov.
<br />4.INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA
<br />4.1 Software Services.OpenGov retains all right,title,and interest in the Software Services and all
<br />Intellectual Property Rights in the Software Services.The look and feel of the Software Services,including any
<br />custom fonts,graphics and button icons,are the property of OpenGov and Customer may not copy,imitate,or
<br />use them,in whole or in part,without OpenGov’s prior written consent.Subject to Customer’s obligations under
<br />this Agreement,OpenGov hereby grants to Customer a non-exclusive,royalty-free license during the Term to use
<br />the Software Services.
<br />4.2 Customer Data.Customer retains all right,title,and interest in the Customer Data and all Intellectual
<br />Property Rights therein.Customer hereby grants to OpenGov a non-exclusive,royalty-free license to,and permit
<br />its partners (which include,without limitation the hosting providers of the Software Services)to,use,store,edit
<br />and reformat the Customer Data,and to use Customer Data for purposes of sales,marketing,business
<br />development,product enhancement,customer service,or for analyzing such data and publicly disclosing such
<br />analysis (“Insights”),provided that in all such uses Customer Data is rendered anonymous such that Customer is
<br />no longer identifiable.
<br />4.3 Access to Customer Data.Customer may download the Customer Data from the Software Services at
<br />any time during the Term,other than during routine software maintenance periods.OpenGov has no obligation to
<br />return Customer Data to Customer.
<br />4.4 Feedback.Customer hereby grants to OpenGov a non-exclusive,royalty-free,irrevocable,perpetual,
<br />worldwide license to use and incorporate into the Software Services and Documentation Customer ’s Feedback.
<br />OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation
<br />based on or derived from any of Customer’s Feedback including all Intellectual Property Rights in and to the
<br />improvements and modifications.
<br />5.CONFIDENTIALITY
<br />5.1 Each party (the “Receiving Party”)agrees not to disclose any Confidential Information of the other party
<br />(the “Disclosing Party”)without the Disclosing Party’s prior written consent,except as provided below.The
<br />Receiving Party further agrees:(a)to use and disclose the Confidential Information only in connection with this
<br />Agreement;and (b)to protect such Confidential Information using the measures that Receiving Party employs
<br />with respect to its own Confidential Information of a similar nature,but in no event with less than reasonable care.
<br />Notwithstanding the above,the Receiving Party may disclose Confidential Information to the extent required by
<br />law or court order,provided that prior written notice of such required disclosure and an opportunity to oppose or
<br />limit disclosure is given to the Disclosing Party.
<br />Rev. 2018.01_210428
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