|
other than paper prints (such as Live Scan) or that such fingerprints be performed at the Client's
<br />site, the Client will reimburse TriTech for the cost of TriTech Security Approved Personnel
<br />traveling to the Client's site or for a vendor (such as Live Scan) to travel to the applicable TriTech
<br />office location. This provision will apply during the installation of the Project and for the duration
<br />of the Client's Software Support Agreement,
<br />11.3 Client understands and agrees that the Software and Documentation (including
<br />without limitation Subsystem Software and Documentation) including, but not limited to, the
<br />Source Code, Object Code, the OSDs, IRDs and ATPs, the Statement of Work, the software
<br />design, structure and organization, software screens, the user interface and the engineering know -
<br />how implemented in the software (collectively "Vendor Proprietary Information ") constitute the
<br />valuable properties and trade secrets of the Vendor thereof, embodying substantial creative efforts
<br />which are secret, confidential, and not generally known by the public, and which secure to the
<br />vendor a competitive advantage.
<br />11.3.1 The material presented in TriTech's training courses represents the
<br />confidential and proprietary information of TriTech, not intended for public disclosure or
<br />disclosure to third parties, unless required by law. Clients may videotape training sessions
<br />provided on -site at the Client's facilities by TriTech staff for the Client's own internal use only;
<br />provided, however, that TriTech or TriTech staff may decline such videotaping in their sole
<br />discretion. In the case that the TriTech staff member declines to be videotaped, TriTech will make
<br />best commercial efforts to provide comparable training materials. The Client is responsible for
<br />managing access to and copying of any TriTech provided training materials or Client -made
<br />videotapes of TriTech training sessions.
<br />11.4 Client agrees during the term of this license, and thereafter, to hold the Vendor
<br />Proprietary Information, including any copies thereof and any documentation related thereto, in
<br />strict confidence and to not permit any person or entity to obtain access to it except as required for
<br />Client's exercise of the license rights granted hereunder.
<br />11.4.1 Without limiting the generality of the foregoing, except as provided in
<br />Section 14.0 (Source Code Escrow), in the event Source Code is loaded on the Equipment, or other
<br />computer system equipment at any Designated Location or any other location in connection with
<br />TriTech's performance under this Agreement, or for any other purpose, Client shall keep such
<br />Source Code strictly confidential and shall not, without the written authorization of TriTech (and,
<br />if applicable, the concerned Subcontractor), access, use, copy, modify, distribute, disclose or
<br />otherwise exercise or permit the exercise of any rights to such Source Code by any person,
<br />including but not limited to Client's employees, agents or contractors, This provision is intended
<br />by the parties to prohibit, among other things, Client access to Source Code by any person and for
<br />any reason unless expressly authorized by Section 14,0 (Sauce Code Escrow) herein.
<br />11.5 Client shall not attempt or authorize others to attempt to learn the trade secrets,
<br />technology, ideas, processes, methods of operation, know -how and/or confidential information
<br />contained in the Software by duplication, decompilation, disassembly, other forms of reverse
<br />engineering, or other methods now known or later developed.
<br />Santa Ann System Purchase and Support Agreement
<br />Copyright @ 2015 TriTech Software Systems
<br />Unpublished; Rights reserved under the copyright laws or the United States
<br />Page 15 of 104
<br />25B -21
<br />
|