2012/03/14 Council Agenda Packet

• 1 remove City data from City premises.Cities Digital shall use its best efforts: (1)not to,at any time, disclose or disseminate confidential data embodied in the data to any other person,firm, organization,or employee who does not need to obtain access thereto consistent with Cities Digital obligations under this Agreement; (2) not to disclose or disseminate such confidential data to any third party;and(3) to ensure that all persons working for Cities Digital protect City's confidential data against unauthorized use,dissemination,or disclosure. Cities Digital's obligations under this section shall not apply to any information that is or becomes available without restriction to the general public by acts not attributable to City or its employees. 8.2 Cities Digital Confidential information It is understood and agreed that City does not wish to receive from Cities Digital any confidential information of Cities Digital or of any third party.Cities Digital represents and warrants that any information provided to City in the course of entering into this Agreement or performing work hereunder shall not be confidential or proprietary of Cities Digital. Cities Digital's architecture and implementation of its Software are confidential,proprietary and kept by Cities Digital as a trade secret. Cities Digital acknowledges,however,that the City is subject to RCW Chap.42.17. and RCW Chap. 42.56 (collectively,the"Act"). Therefore,if a request is made for disclosure of the data structures,tables,links,architecture,or implementation of Software,the City agrees to make reasonable efforts to notify Cities Digital so that Cities Digital may, if it chooses,contest disclosure in the manner allowed by Act or any other applicable law. The City has no liability whatsoever to Cities Digital for the disclosure of any confidential information when that disclosure is consistent with the Act or with an order applying the Act entered by the Snohomish County Superior Court or a Washington appellate court. 9 INTELLECTUAL PROPERTY RIGHTS All Software provided hereunder is and shall remain the property of Cities Digital,or,if licensed by Cities Digital,the licensor. Cities Digital represents and warrants that: (1)it is and will be either the sole author of,or duly licensed and authorized to use,all works employed by Cities Digital in preparing any and all Software;(2)it has and will have full and sufficient right to assign or grant the rights and/or licenses in the Software and(3)all Software provided to the City do not and will not infringe any patents, copyrights,trademarks,or other intellectual property rights(including trade secrets),privacy or similar rights of any third party,nor has any claim (whether or not embodied in an action,past or present)of such infringement been threatened or asserted,nor is such a claim pending against Cities Digital(or,insofar as Cities Digital is aware, any entity from which Cities Digital has obtained such rights). 10 WARRANTIES 10.1 Cities Digital warrants and represents that Cities Digital will make and will use its best efforts to eliminate bugs or errors. 10.2 Cities Digital does not warrant or represent that the Software or documentation is completely free of errors,that it will always operate without any interruptions,or that it is compatible with all conceivable hardware and software configurations. Cities Digital warrants City of Everett/Cities Digital,Inc.Software Agreement Page 5 Draft 02/17/2012 10