Civic Plus 3/25/2022 - Laserfiche WebLink

C c. Participant agrees that Services are the sole property of CivicPlus and includes valuable trade secrets of CivicPlus. Participant agrees to treat the Services as confidential and will not without the express written authorization of CivicPlus: i. Demonstrate, copy, sell or market the Services to any third party; or ii. Publish or otherwise disclose information relating to performance or quality of the Services to any third party; or iii. Modify, alter, reuse, disassemble, decompile, reverse engineer or otherwise translate the Services or any portion thereof. 3. Proprietary Rights. a. The Services and Confidential Information provided by CivicPlus and all copies thereof, are proprietary to, and solely the property of, CivicPlus ("Proprietary Property"). All applicable rights in all copyrights, trademarks, trade secrets, trade names, patents and other intellectual property rights in or associated with the Confidential Information are and will remain in CivicPlus and Participant shall have no such intellectual property rights in the Proprietary Property. b. Each authorized copy of the Services or documentation made by Participant must contain CivicPlus' proprietary and copyright notices in the same form as on the original. Participant shall not remove or deface any portion of any legend provided on any part of the Confidential Information. 4. Responsibilities of the Parties. CivicPlus and Participant agree openly communicate during the Term of this Agreement in order to provide progress updates as well as solicit feedback which may be taken into account for prioritization and inclusion in the scope of the initial releases of the Services. In consideration for receiving access and use of the Services for beta testing, Participant agrees to serve as a "Beta Site" for the Software and will notify CivicPlus of all problems and ideas for enhancements which come to Participant's attention during the Term of this Agreement, and hereby assigns to CivicPlus all right, title and interest to such enhancements and all property rights therein including without limitation all patent,copyright,trade secret,mask work,trademark,moral right or other intellectual property rights. 5. Warranty. a. The Services are prerelease code and may not be, at the time of Participant's, at the level of performance or compatibility of a final, generally available product offering. The Services may not operate correctly and may be substantially modified prior to first commercial release or withdrawn. The Services are provided "AS IS" without warranty of any kind. b. CivicPlus makes no warranty, express nor implied, as to the Services or any Confidential Information that it may provide hereunder, including without limitation as to the accuracy of the Confidential Information, as to the fitness for a particular purpose or merchantability, or that the Services will be free of any defect. c. CivicPlus does warrant and represent that: i. it has all necessary rights and licenses needed to provide the Services; and ii. It has the legal right,power and authority to enter into this Agreement. 2