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a worldwide, non-exclusive right and license to reproduce, distribute and display the Client
<br />Content as necessary to provide the services. Client represents and warrants that Client owns all
<br />Client Content or that Client has permission from the rightful owner to use each of the elements
<br />of Client Content; and that Client has all rights necessary for CivicPlus to use the Client Content
<br />in connection with providing the services.
<br />At any time during the term of this Agreement, Client will have the ability to download the
<br />Client Content and export the Client data through the services. Client may request CivicPlus to
<br />perform the export of Client data and provide the Client data to Client in a commonly used format
<br />at any time, for a fee to be quoted at time of request and approved by Client. Upon termination
<br />for any reason, whether or not Client has retrieved or requested the Client data, CivicPlus reserves
<br />the right to permanently and definitively delete the Client Content and Client data held in the
<br />services thirty (30) days following termination. During the thirty (30) day period following
<br />termination, regardless of the reason for its termination, Client will not have access to the services.
<br />Intellectual Property in the software or other original works created by or licensed to
<br />CivicPlus, including all source code, documents, and materials used in the Services ("CivicPlus
<br />Property") will remain the property of CivicPlus. CivicPlus Property specifically excludes Client
<br />Content. Client shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign, distribute
<br />or otherwise commercially exploit or make available to any third party any CivicPlus Property in
<br />any way, except as specifically provided in the applicable SOW; (ii) adapt, alter, modify or make
<br />derivative works based upon any CivicPlus Property; (iii) create internet "links" to the CivicPlus
<br />Property software or "frame" or "mirror" any CivicPlus Property administrative access on any
<br />other server or wireless or internet-based device that may allow third party entities, other than
<br />Client, to use the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to
<br />obtain the source code to all or any portion of the services; or (v) access any CivicPlus Property in
<br />order to (a) build a competitive product or service, (b) build a product using similar ideas, features,
<br />functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or
<br />graphics of any CivicPlus Property. The CivicPlus name, the CivicPlus logo, and the product and
<br />module names associated with any CivicPlus Property are trademarks of CivicPlus, and no right
<br />or license is granted to use them outside of the licenses set forth in this Agreement.
<br />Provided Client complies with the terms and conditions herein, and license restrictions set
<br />forth in this section, CivicPlus hereby grants Client a limited, nontransferable, nonexclusive,
<br />license to access and use the CivicPlus Property associated with this Agreement for the term of
<br />this Agreement.
<br />6. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, Consultant shall procure
<br />and maintain for the duration of the contract insurance against claims for security breaches, system
<br />failures, injuries to persons, damages to software, or damages to property (including computer
<br />equipment) which may arise from or in connection with the performance of the work hereunder
<br />by the Consultant, its agents, representatives, or employees. Consultant shall procure and maintain
<br />for the duration of the agreement, the following insurance coverages:
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