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<br />referred to as “Proprietary Information” of the Disclosing Party).
<br />Proprietary Information of Govstream includes non-public
<br />information regarding features, functionality and performance of
<br />the Service. Proprietary Information of City includes non-public
<br />data provided by City to Govstream to enable the provision of the
<br />Services (“City Data”). Subject in every respect to Section 3.9
<br />below, the Receiving Party agrees: (i) to take reasonable
<br />precautions to protect such Proprietary Information, and (ii) not to
<br />use (except in performance of the Services or as otherwise
<br />permitted herein) or divulge to any third person any such
<br />Proprietary Information. The Disclosing Party agrees that the
<br />foregoing shall not apply with respect to any information after five
<br />(5) years following the disclosure thereof or any information that
<br />the Receiving Party can document (a) is or becomes generally
<br />available to the public, or (b) was in its possession or known by it
<br />prior to receipt from the Disclosing Party, as demonstrated by
<br />competent evidence, or (c) was rightfully disclosed to it without
<br />restriction by a third party who had a legal right to do so, or (d) was
<br />independently developed without use of any Proprietary
<br />Information of the Disclosing Party, as demonstrated by
<br />competent evidence or (e) is required to be disclosed by law.
<br />“Generally available to the public” shall mean readily accessible
<br />to the public in a written publication and shall not mean
<br />information the substance of which must be pieced together from
<br />a number of different publications or other sources.
<br />3.2 Required Disclosures. In the event of a required
<br />disclosure under (e) above, but subject in every respect to Section
<br />3.9 below, the Receiving Party will provide the Disclosing Party
<br />prompt written notice of any subpoena, court order or other
<br />governmental authority requirement requiring the Receiving Party
<br />to disclose Proprietary Information of the Disclosing Party. The
<br />Receiving Party will cooperate with any reasonable efforts by the
<br />Disclosing Party (at the Disclosing Party’s sole cost and expense)
<br />to obtain a protective order or similar remedy. If the Disclosing
<br />Party elects not to seek, or is unsuccessful in obtaining, any such
<br />protective order or similar remedy and if the Receiving Party is
<br />advised by reputable legal counsel that the disclosure of
<br />Proprietary Information is required pursuant to applicable law,
<br />then the Receiving Party may disclose such Proprietary
<br />Information only to the extent required and will use commercially
<br />reasonable efforts to ensure that such Proprietary Information is
<br />treated confidentially by each third party to which it is disclosed.
<br />3.3 Ownership of Govstream IP and Third-Party Services. As
<br />between Govstream and City, Govstream retains all right, title and
<br />interest in and to (a) the Services and Software, all improvements,
<br />enhancements or modifications thereto, (b) any softw are,
<br />applications, inventions or other technology developed in
<br />connection with the Services or support, and (c) all intellectual
<br />property rights related to any of the foregoing (collectively, the
<br />“Govstream IP”). With respect to each Third-Party Service, the
<br />applicable Third-Party Provider retains all right, title and interest,
<br />including all intellectual property rights, in and to its respective
<br />Third-Party Services, including any data or databases contained
<br />therein. City has no right, license or authorizat ion with respect to
<br />any of Govstream IP or Third-Party Services except as expressly
<br />set forth in this Agreement or the applicable Third-Party Terms, in
<br />each case subject to any restrictions set forth in this Agreement or
<br />the applicable Third-Party Terms.
<br />3.4 Ownership of City Data and Materials. As between City
<br />and Govstream, City retains all right, title and interest in and to all
<br />City trademarks, logos and promotional materials and City Data
<br />(collectively, the “City Materials”), including all intellectual
<br />property rights thereto, subject to the rights and permissions
<br />granted herein. City hereby grants to Govstream a worldwide,
<br />fully-paid, royalty-free, irrevocable, sublicensable (through
<br />multiple tiers), non-exclusive right to access, store, analyze,
<br />process, maintain, copy, display, perform, transmit and otherwise
<br />use the City Data solely for the purposes of (i) exercising its rights
<br />hereunder, (ii) modifying, improving, or enhancing the Services
<br />and Software; (iii) delivering and providing the Services and
<br />fulfilling its obligations hereunder, including in connection with
<br />the provision to City of any insights, reporting, and other product
<br />features of the Software or Services, and/or (iv) complying with
<br />applicable law, regulations or rules. The duration of the foregoing
<br />license shall be for as long as reasonably necessary for Govstream
<br />to achieve its purposes under (i) through (iv) above.
<br />3.5 Pre-Existing Intellectual Property. Each party will
<br />continue to own its respective intellectual property that is: (i)
<br />made, conceived, created, developed, reduced to practice, or
<br />licensed by such party prior to the Effective Date; and (ii) any
<br />intellectual property made, conceived, created, developed,
<br />reduced to practice, or licensed by such party after the Effective
<br />Date but outside the scope of this Agreement, and with respect to
<br />the City, provided that such intellectual property was developed
<br />without use or reference to any Govstream Proprietary
<br />Information (collectively, “Pre-Existing IP”). In the event any
<br />City Pre-Existing Intellectual Property is incorporated into the
<br />Software, Services or any deliverables thereunder, City hereby
<br />grants to Govstream a nonexclusive, royalty free, perpetual,
<br />irrevocable, world-wide license to use and copy such Pre-Existing
<br />Intellectual Property to the extent necessary to use such City-Pre-
<br />Existing Intellectual Property for Govstream’s business purpose.
<br />For the avoidance of doubt, any license granted to City with
<br />respect to Govstream’s intellectual property, including the
<br />Services and Software, is limited, non-exclusive, non-transferable,
<br />and non-sublicensable, and permits City to access and use the
<br />Services solely for City’s internal business purposes during the
<br />Term.
<br />3.6 Use of Data for Service Improvement and Analytics.
<br />Notwithstanding anything to the contrary, Govstream shall have
<br />the right collect and analyze data and other information relating to
<br />the provision, use and performance of various aspects of the
<br />Services and related systems and technologies (including, without
<br />limitation, information concerning City Data and data derived
<br />therefrom, City Inputs, End User Inputs, and AI City Output (as
<br />defined in Exhibit D)), and Govstream will be free (during and
<br />after the term hereof) to (i) use such information and data for
<br />statistical and research purposes and to improve and enhance the
<br />Services and for other development, diagnostic and corrective
<br />purposes in connection with the Services and other Govstream
<br />offerings, and (ii) disclose, share and charge for such data solely
<br />in aggregate or other de-identified form in connection with its
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