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SOFTWARE ONE, INC.
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Last modified
3/25/2020 12:17:11 PM
Creation date
1/29/2020 11:34:48 AM
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Contracts
Company Name
SOFTWARE ONE, INC.
Contract #
A-2020-008
Agency
INFORMATION TECHNOLOGY
Council Approval Date
1/21/2020
Expiration Date
1/31/2023
Destruction Year
2027
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d. Restrictions, Enrolled Affiliate must riot (and is not licensed in) ('1) reverse engineer, <br />deconplia, or disnssomille any' Product or fix; (2) Install or use non-Microsofl software or <br />technology In any way that weld subject Microsoft's Intellectual property or toohnolo{iy to any <br />other license terms; or (3) work around any technical Ilmllatlons In a Product or fix or <br />restrictions In Product dooumenialion. Cuslomormlist not (and is not licensed to) () separate <br />and run parts of a Product or Fix on more than one device, upgrade or downgrade parts of a <br />Product or Fix at different limas, br ironsfer porls of a Product of Fix separately; or (II) distribute, <br />sublicense, rent, lease, lend any Produris or Flies, In whole or In mart, or use them to offer <br />floating services to a third parly.I <br />a, Reservation of rights. Rroduris and rixos are protected by copyright ono other Inlelleclual <br />property rights laws and Interrfallonal beetles. Microsoft reserves all rights not expressly <br />granted in this agreement. No rights will be granted or implied by waiver or astappel, Rights <br />to access or use >aflware on a `device do not give Customer any right to I'nplement Ivlicrosoti <br />patents or other Microsoft Intelleotual property In the device Itself or In any other software or <br />dovices. <br />U. Confidentiality. <br />"Confidential Intormallon" Is non-public idonna(lon (hat Is designated "confidordlal" or that a reasonable <br />person should understand is confidential, lildudbng Customer We. Confidential Infonriatton does not <br />Include Information that (a) becomes publiciy available Without a breach of this ogreernenl, (b) the <br />receiving party received lawfully trait analher sourcewithout a confidentiality obllgalion, (c) is <br />Independently developed, or (d) is a comment or suggestion volunteered about the other party's <br />business, products or services. ' j <br />Each parlywili tale reasonable steps to protect the other's Confidential Inforuaflon and will use lho other <br />party's Confidential Information only for purposes of Ilia parties` business relationship. Neither party will <br />disclose thal Confidential Information to Ourrl parties, except to its employees, Affiliates, contractors, <br />advisors and consullants ("Representatives") and Then only on a uosd-to-knew balls under nondisclosure <br />obligations at least as protective as this agreement. Caoh party remains responsible for the tee of 1110 <br />Confidential Information by its Representatives end, In the event of discovery of any unaulhorixod use or <br />disclosure, must promptly notify the other party. <br />A party may disclose the other's Confidential Information If required by law; but only afler it nolifios Ilse <br />othorparly (if logally pormissiblo) to onable the other party to seek o protective order. <br />Neither party Is required to restrict work assltdnnlorits of Its Repioserlallves who have had access to <br />Confidential hirormatlon. Eaoli party agrees that Ilia use of Information retained In Representatives' <br />unaided niemorlas In the devolopmont or deployment of thepodies'respecllve products or services does <br />not create liability under this Agre€merit or trade secret law, and each party agrees to limit what it <br />discloses Ie the other accordingly. <br />These obligations apply (i) for Customer Bala until it Is related from the online Services, and (11) for a1I <br />olh€r Confidenfial InforrnatiOn, for a period df five years after a party receives the Confidential Information, <br />9. Privacy and compliance tililth laws, <br />a. Enrolled Affiliate consents to the processing of personal information by Microsoft and Its agents <br />to facilitate fine subject nlaltor bf this Agreement. Enrolled Affiliate will obtain ail required <br />consents from third parties under applicable privacy and (late protection law before providing <br />personal infonnatlon to Microsoft. <br />h. personal Infoanolion collected under this agreement (1) may be transferred, stored and <br />processed In Ilia United States or any other country In which Microsoft or Its service providers <br />maintain facilities and (it) will be subject to Ilia privacy terms specified in the Uso Righls. <br />Microsoft will abldo by the requiramenls of European Economin,Area and Swiss data protection <br />FA20lQApjd1l1 1l Bu!NU)tMUv20 lift FOOD 7 or 11 <br />i r}ucunrenr x20.10200 <br />
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