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SOFTWAREONE INC. - 2017
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SOFTWAREONE INC. - 2017
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Last modified
2/28/2017 10:38:28 AM
Creation date
2/27/2017 1:19:51 PM
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Contracts
Company Name
SOFTWAREONE INC.
Contract #
a-2017-004
Agency
Information Technology
Council Approval Date
1/17/2017
Expiration Date
1/31/2020
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c. Molt-Mlcr'osoft software and fechnolo.gy, Enrol.letl Afiliato !s solely rospoh.Oi le fat• any <br />non -Microsoft software of technology that it installs or uses will) the 1Produc% o.r Fixes,. <br />d. Restrictions. Enrolled Affiliate rnust not (and must not rltlempt to) (1) reverse engineer; <br />decompile, or disasseiYible any PrOdUct or Fix, (2) install or use non -Microsoft software or <br />technology in any way that would subject Microsort's intellecutal property or technology to <br />obligations beyond those include(] In this agreement, or (3) work around any technical <br />]imitallons in the Products or restrictions in Product doct:trnentatlgn. Bdept as expressly <br />permitted in this agreement, Customer must not (1) separate and run parts of a Product on <br />more than rine device, upgrade or downgrade parts of a Product at different times, or transfer <br />parts of a Product separately; or ('i]) distribute, sublicense, rent, lease, tend, or use any <br />Product or Fix to offer hosti ig services .to a third party, <br />ea leo transfer of ownership; reservation of rights. Products and Fixes are protected by <br />copyright and other intellectual pfnperty rights laws and International tfeatiea: Mldtosoft <br />(1) does not transfer any ownership rights in any Products or f=ixes and (.2). reservesall tights <br />not expressly granted'in this Agreement. <br />& Confidentiality. <br />"Confidential Inforitlat)on" is non-pybk iriformation that is designated "confidential" or that a reasonable <br />person should understand Is confidential, Including Customer Data; 'Confidential Information does not <br />include inform4lon tfiat (6) becomes;publicly available without a breach of this agreement..(b) the <br />receiving party recelved lawfullyfrom another source Without, a eonsfid.ontlatity 0 ifigation, (c) Is <br />indepene]entiy ;ttevelope'd,, or (d) is a Cnmoierit or suggestion volunteWied about the other party's <br />business, products. or.twr Ices, <br />Each 'iaaity'Wili;takc.reasonable steps to protect the other's ConWeritial Information and will use the other <br />party's CorIWen6al ]nformallon only for purposes of the parties' busfness relationship...C4either party will <br />disclose that Gonfldentiel fnformatlon to thlyd parties, except to its employees, Affiitates', contractors; <br />advisors and consultants ('Representativas") and then only on a need -to -knout basisunder tiand]sot©sifts <br />obligations at least as protective as this agreement, Each party remains responslble for-t.he use of the <br />confidential Inftarmalion by its Representatives and, in the event of discovery of -.an r-unavthorizeif ttse 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 after it notifies the <br />other party (if legally penriissibley to enable the other party to seek a protectitre order. <br />Neither party Is required to ie'strict `work assignments or its Representatives who -have half 4ccess to <br />Confidential Information. Each party agrees that the ,use ofInformatton retained in Representatives` <br />unaidod memories In. the development or deployment of (he parties tespectivo products orsorvlos'does <br />npt create liability: under this agreement or trade secret law, and each party agrees to limit what it <br />discloses tb `the other°accordingiy. <br />These obligations apply (i) for Customer Data until it: is. deleted from. the Online Sarvice.s, and (ii) for all <br />other Confidential in.ft rrnafiori, for a period of five years after the Confidential IrOnrialioh ]s received. <br />9. Privacy and Compliarr.r e and Laws. <br />Enrolled Affiliate eansenls to (lie processing of personal information .by .Mlorosoft and its <br />agents to facilitate the subject matter of this Agreement.. Enedheci Af4iato Wilt obtain all <br />required consents from third parties under applicable privacy and data. protection lair before <br />providing personal infurrriet'san to Microsoft. <br />Personal inforrnallon .callecled drider this agreement (i) may be transferred, storod and <br />Processed in the United States or any other country in which Microsoft or Its. cont(gctom <br />maintain facilities and (it) Wili be subject to tke privacy terms specifier] in the: Use fights. <br />Microsoft abides by [lie EU Safe Harbor and the Swiss Safe: Harbor frameworks. as set forth <br />EA2015Arjr(U5)8LG(ENG)(Aug2016) <br />Page 7 of 11 <br />DoCrrnient=-1;066 <br />
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