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Statement of Work -City of Santa Ana -High Touch Services <br />v1.4 <br />November 6, 2023 <br />period, HPE will promptly remedy the impacted deliverables or refund the fees paid for <br />those deliverables upon return of those deliverables to HPE. <br />12. Intellectual Property Rights. There is no transfer of ownership of any intellectual <br />property under this Agreement. Customer grants HPE a worldwide, non-exclusive, <br />royalty -free license to any intellectual property that is necessary for HPE and its <br />designees to perform the ordered services. If deliverables are created by HPE <br />specifically for Customer and identified as such in Supporting Material, HPE grants <br />Customer a worldwide, non-exclusive, royalty -free license to reproduce and use copies <br />of the deliverables internally. <br />13. Intellectual Property Rights Infringement. HPE will indemnify Customer for any <br />claims against Customer that allege that an HPE-branded product, software, or service <br />supplied under this Agreement infringes the intellectual property rights of a third party. <br />HPE will rely on Customer's prompt notification of the claim and cooperation with its <br />defense. HPE may modify the product or software or service to be non -infringing and <br />materially equivalent, or HPE may procure a license. If these options are not <br />commercially viable, HPE will refund to Customer the amount paid for the affected <br />product or software in the first year or the depreciated value thereafter or, for support <br />services, the balance of any pre -paid amount or, for professional services, the amount <br />paid. HPE is not responsible for claims resulting from any unauthorized use of the <br />product or software or service or for claims resulting from deliverables content or design <br />provided by Customer. <br />14. Confidentiality. Information exchanged under this Agreement will be treated as <br />confidential if identified as such at disclosure or if the circumstances of disclosure would <br />reasonably indicate such treatment. Confidential information may only be used for the <br />purpose of fulfilling obligations or exercising rights under this Agreement, and shared <br />with employees, affiliates, agents, or contractors with a need to know such information <br />to support that purpose. Confidential information will be protected using a reasonable <br />degree of care to prevent unauthorized use or disclosure for 3 years from the date of <br />receipt or (if longer) for such period as the information remains confidential. These <br />obligations do not cover information that: i) was known or becomes known to the <br />receiving party without obligation of confidentiality; ii) is independently developed by the <br />receiving party; or iii) where disclosure is required by law or a governmental agency. <br />15. Personal Information. Where legitimate business purposes require HPE to collect and <br />process personally identifiable business contact information relating to Customer's <br />employees or other individuals representing Customer, HPE, as a data controller, will <br />process such personally identifiable information using i) appropriate technical and <br />organizational measures; ii) in compliance with its Privacy Statement <br />(https:/Avww.hpe.com/us/en/legal/privacy.html); and iii) applicable laws. <br />Where HPE discloses personally identifiable information relating to its employees or <br />other individuals representing HPE to Customer or where such persons provide their <br />personally identifiable information directly to Customer, Customer will process such <br />personally identifiable information using appropriate technical and organizational <br />measures in compliance with Customer's privacy policies and applicable laws. <br />Where HPE agrees to process personally identifiable information on behalf of Customer, <br />HPE, as a data processor, will process such data only as permitted under this <br />Agreement, including Supporting Materials, and in compliance with applicable laws. In <br />the event international data transfers trigger the requirements for a data transfer <br />mechanism, HPE will use its BCR-P or utilize the data transfer mechanism described in <br />the applicable Supporting Materials. <br />16. Global Trade compliance. Products, software, or custom deliverables are for <br />Customer's internal use and not for commercialization unless otherwise stated in <br />Supporting Material. If Customer exports, imports or otherwise transfers products, <br />software, or custom deliverables, Customer is responsible for complying with applicable <br />