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<br />as well as results of testing and benchmarking of the Software or
<br />tiervic:es, produ(i roadnlap, dales and other infonnallon of MRI and its
<br />licensors relating to of embodied in the Software or Documentation,
<br />vlhjert to the prnvisinns of the California Puhlir Rernrdc Art and similar
<br />public records disclosure laws only to the extent mandated. MRI's
<br />placement of a copyright notice on any portion of any Software will not
<br />hip rnnl trllPd to mBan that Sikh portion has heBn pllhllshPd and will nor
<br />derogate from any claim that such portion contains proprietary and
<br />confidential information of MRI,
<br />4.2 Non -Disclosure. Each Party will prolecl the other Parly's
<br />CnhfidLllLial InfUlloatiun Liam uuautIorized use or dl,,urr ration and use
<br />the same degree of care that each such Party uses to protect its own
<br />cuunderlUbt ]WOrmatt Orl, but it) nO event less than a reasonabLe amount
<br />Of care. Neither Party will use Confidential Infonnatiutl of the other
<br />Party tot purposes other than those necessary to directly further the
<br />purposes of the Agreement. NeitherPally will disclose to third parties
<br />Confidential Information of the other Party without prior writtel, consent
<br />of such other Party, subject to the provisions of the California Public
<br />Retards Act and similar public recoMs disclosure laws only to the extent
<br />mandated. Notwithstanding anything in this Agreement to the contrary,
<br />Client agrees that, upon request by Owner, MRI may communicate
<br />directly with the Owner aboutall aspects of the Agreement, the (lienl
<br />Data, and any other Client Confidential Information, if applicable.
<br />4.3 Exceptions. Information shall not be considered Confidential
<br />Information tattle extent, but only to the cxtcut, that the Icccivillg Patty
<br />can establish that such information (i) is or becomes genetally known of
<br />available to the public through no fault of the receiving Party; (ii) was
<br />rightfully in Lhc receiving ParLys possession before receipt from the
<br />disclosing Party free of any obligation to keep it confidential. (iii) is
<br />Lawfully obtained loom a third party who has the right to Make SuCh
<br />disclusuru; (Iv) is nut cunstdcrcd cunfidcotlzl under the piuvlsons of the
<br />California Public Records Act or similar public records disclosure laws
<br />only to the extent mandated; or (v) has been independently developed
<br />by the receiving Party without reference to any Confidential lofolmation
<br />of the disclosing Party.
<br />4,4 Compelled Disclosure. The receiving Party may disclose
<br />Confidential Information of the disclosing Party if it is competed by Law
<br />to do so, provided the receiving Party gives the disclosing Party sufficient
<br />prior notice of such compelled disclosure (to the extent legally
<br />permitted) to petmit the disclosing Party a reasonable opportunity to
<br />object to the competled disclosure and to allow the disclosing Party the
<br />opportunity to seek a protective under or other applupliate remedy. The
<br />receiving Party shall provide rmsonabe, assistance, at the disclosing
<br />Partv's Cost, it the disclosing Party wishes to contest the disclosure.
<br />4,h RemedyfInjunctive Relief. Ihr Parties neknowlcdgc that
<br />disclosure of any Confitlential Infotmatiutl may give rise to mcpatable
<br />injury to the Party whose information is disclosed, which injury may be
<br />In adequately Compensated in damages. Ther'etore, elthet Party rnoy seek
<br />injunctive relief against the other Patty's bleach or threatened bleach
<br />of this Section 4 as well as any other legal remedies that are available.
<br />5. PRIVACY
<br />Client represents and warrants that before providing non-public personal
<br />or financial information to MRI or its agrnts, it will comply with any laws
<br />applicable to Lie dISLIUSUle of persunol into[ na Liun, i0duding pruviding
<br />notices to or obtaining permission from third parties to allow sharing of
<br />Lheir persona( inlormaton with MRI under the Agreement.
<br />Nu[wI[hsCV ldLhg anything It, this Aglectnccrit to the contrary, dutlllg the
<br />Term of this Agreement, Client hereby grants to MRI a non -cancelable,
<br />worldwide, non-exclusive right to utlf7e ally data that arises from the
<br />use of the Protected MatenaLs by Client whethet disclosed on of prior to
<br />the Commencement Date for any legitimate business purpose, including
<br />the light to sublicense such data to third parties, on on anonymous or
<br />aggregate basis only, subject to aLL Legal restrictions regarding the use
<br />and disclosure of such information.
<br />If Clienl provides personal data to MRI from dales subjects in Canada or
<br />the European Union ("EU"), then Client hereby (a) acknowledges that in
<br />ConnP[tion with any products or services provided by MRI under this
<br />Agreement, MRI may tra nsferr access/store I process personal data
<br />outside of the EU and Canada in countries (such as the United States)
<br />that under EV laws may not ensure an adequate level om data protection
<br />(the "Data Transfer"): and (b) consents to such Data Transfer, atld Client
<br />shall PnsurP that it rc iPs with all applirahlP Fit and Canadian laws
<br />that apply to Client as the data controller of such personal data In
<br />connection with the Data Transfer. MRI will take reasonable measures to
<br />Ill'otPCf fhP sPCllrlty of 91ch pPl'Snllal data trallsfPrrPd by Client to MRI.
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<br />6.1 Reservation of Rights. All rights not expressly granted in the
<br />Agreement are reserved by MRI and its licensors. Client acknowledges
<br />Ihal: (i) all $oflwarP is licensed and not sold and all Content is subscribed
<br />to and not sold; (it) Client acquires only the fight to use the Protected
<br />Materials and MRI, its licensors, and Content providers shallretain sole
<br />and exclusive ownership of all rights, title, and interest in the Protected
<br />Materials, including (whether developed by MRI, Client, Client User, or
<br />other third party) (a) Intellectual Property Pnlhndied in or associated
<br />with the Protected Materials, (b) deliverables and work product
<br />associated with the Protected Materials, and IC) all copies and derivative
<br />works thereof; and (in) the Protected Materials, including the source and
<br />object codes, logic and structure thereof, constitute vaLLmble trade
<br />secrets of MRI and its licensors. Client hereby assigns to MRI all right, title
<br />and interest in and to Configurations developed by Client, Client User or
<br />by any other thitd party on behalf of Client, however, Client shall retain
<br />a license to use such Configurations for so Long as Client retains a License
<br />to use the Suftwate ul SaaS SCI VIeeS, as applicable, used in LunjunLtiun
<br />with such Configurations. Client agrees to secure and protect the
<br />Protected Materials consistent with the maintenance of MRI's and its
<br />licensors' rights herein, as Set forth in Lhis Master Avlrecmcr,L. Clicra
<br />agrees to execute such fwthet instruments, and take such further actions
<br />as MRI may reasonably request, aL MRI's expense, to apply for, register,
<br />petted, sooting, and protect MRI's rights.
<br />6.2 Restrictions. Client shalt not itself, or through any Affiliate,
<br />Client User, employee, consultant, contractor, agent or other third
<br />Patty: (i) set, resell, distribute, [lost (except Client shall be Permitted
<br />to host the MRI Software with respect to a perpetual software license).
<br />IPasP, rent, IICPIISe nl' SnhI1CPMSP., ill whole at in part, the Protected
<br />Materials; (it) decipher, decompile, disassemhle, reverse assnnble.
<br />modify, translate. reverse engineet or otherwise attempt to derive
<br />source code, algorithms, tags, specifications, architecture, structure or
<br />other elements of the Software, including the license keys, in whole or
<br />in part, for competitive purposes or otherwise; (iii) allow access to.
<br />pluvide, divulge or make available the Protected Materials to any user
<br />other than Client Users; (iv) write or develop any derivative wotks based
<br />upon the Protected Materials, except for authpri7ed Configurations; (v)
<br />nhudify, adapt, Ltins aLe or oLhcrwise make any changes W the Pru LCL[Ld
<br />Materials of any part thereof; (vil use the Protected Materials to provide
<br />processing, services to third parties, or otherwise use the same on a
<br />`service bureau' basis, other than un behalf of Owner, if applicable, (vii)
<br />disclose or pubLish, without MRI's pilot written consent, performance or
<br />capacity statistics or the results of any benchmark test perlormed on the
<br />Protected Materials; ur Ivlli) otherWlSe use ar copy the Protected
<br />Materials except as expressly permitted herein.
<br />6.3 Client Data. Notwithstanding anything in this Agreement to the
<br />contrary, Client and/or Owner retains sole and exclusive ownership to
<br />any and all Client Data.
<br />6.4 License Grant by Client. DUrmgL the Term of this Agreement,
<br />Client grants Lo MRI a non-exclusive, iOyaky free License to use
<br />equipment, software, Client Data of other material of Client solely for
<br />the purpose of performing MRI'c obligations under the Agreement.
<br />6.5 Enforcement. Client shot (I) ensure that all users or Protected
<br />Materials comply with the terms and conditions of the Agreement, (it)
<br />Promptly notify MRI of any actual or suspe-ded violation lhemof and (iii)
<br />c:ooperatc with MRI with Irspcct to 1nvcSMq,1ton and enfoiCcinelt of the
<br />Agreement. The Software contains code -based protections that serve to
<br />prevent and remedy violations of the license restrictions. If the Software
<br />is hosted on Client's technology systems, Mkl may access the Software
<br />remotely in order to ensh.ire Client's compliance with the license terms
<br />and other restrictions of the Ar!ree lent.
<br />Client: HousinC�ALRhQIR)L 1tH4 City of Santa Ana MRI Confidential3 — 35 /-?19$p1
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