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<br /> and any and all copies thereof, whether in whole or in part, whether made by SI
<br /> or anyone else, and all rights, powers and privileges which arise out of this
<br /> Agreement are, and shall remain at all times, the sole and exclusive property of
<br /> BI. Nothing contained in this Agreement shall be deemed to convey to Agency
<br /> any title or ownership interest in the Licensed Software, Documentation and
<br /> rights, powers and privileges that arise out of this Agreement. Agency shall not
<br /> directly or indirectly dispute or contest the validity of BI's rights to the Licensed
<br /> Software.
<br /> 9.2. Agency further understands, acknowledges, and agrees that certain aspects of
<br /> the Licensed Software are BI's trade secrets. These include, but are not limited
<br /> to, the following: system design, modular program structure, system logic flow,
<br /> file content, video and report format, coding techniques and routines, file
<br /> handling, video screen and data entry handling, and report and/or form
<br /> generation. Agency agrees to hold in confidence and not disclose to any party,
<br /> other than authorized employees, the Licensed Software, Documentation or any
<br /> trade secrets of 131.
<br /> 9.3. BI will issue Agency a login ID and a password for use in accessing the System
<br /> and the specific Client information for that Agency. The confidentiality Of the
<br /> ExacuTrack System and Client information is dependent upon Agency's careful
<br /> control of the login ID and password. Agency agrees to maintain its password as
<br /> private and confidential information and to take all reasonable measures to
<br /> maintain the careful control and security of,the login ID and password and the
<br /> Licensed Software, and shall not allow parties, except authorized employees or
<br /> contractors of the Agency, access to the Licensed Software or any of its
<br /> component parts. In this regard, Agency agrees that each employee or
<br /> contradtor, to be authorized to work with or to have access in any way to the
<br /> Licensed Software, Documentation, or trade secrets hereunder, shall agree to be
<br /> bound by the confidentiality, nondisclosure, use, and copying restrictions of this
<br /> Agreement. Agency agrees to notify BI immediately of the existence of any
<br /> circumstances surrounding any unauthorized knowledge, possession, or use of
<br /> the login ID and password, Licensed Software or any part thereof by any person
<br /> or entity. BI is not responsible for breaches in security resulting from third party
<br /> access to Agency's password.
<br /> 9.4. Agency shall not itself and also shall not knowingly permit any of its employees,
<br /> subcontractors, or sublicensees to alter, maintain, enhance, or otherwise modify
<br /> any part of the ExacuTrack System, other than strictly to input,access and
<br /> update information relating to Clients, as permitted by this Agreement. Agency
<br /> shall not reverse engineer, reverse compile, reverse assemble or do any other
<br /> operation or analysis with the Service or the System or associated software,
<br /> hardware, and technology that would reveal any of Bl's confidential information,
<br /> trade secrets, or technology.
<br /> 9.5. Agency agrees not to make any attempt to gain any unauthorized access to any
<br /> other Agency's or user's account or to the systems, networks or databases of
<br /> System other than Agency's specific Client information as specifically permitted
<br /> herein. Violations of the System security system are prohibited and could result
<br /> in criminal and civil liability.
<br /> 9.6. Agency shall not, and shall take all reasonable actions to cause its employees,
<br /> agents and subcontractors, if any, not to, during the term of this Agreement or at
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