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<br /> PETPOINT APPLICATION SERVICE PROVIDER AGREEMENT
<br /> THIS AGREEMENT is made and entered into as of 51241/ 7(the"Effective Date")by and between Pethealth Services
<br /> (USA)Inc.("Pethealth"),an Illinois corporation with offices'at 3315 Algonquin Road in Rolling Meadows,and City of Everett,
<br /> Animal Services(the"Client").
<br /> WHEREAS Pethealth and the Client wish to enter into this Agreement for Pethealth to provide the Client with access to software
<br /> and services on an application service provider("ASP")basis under the terms and conditions described in this Agreement.
<br /> NOW THEREFORE in consideration of the premises and mutual covenants contained herein, and other good and valuable
<br /> consideration,the receipt and adequacy of which are hereby acknowledged,the parties hereto agree as follows:
<br /> TERMS
<br /> 1. Right to Access and Use the Application.Subject to the terms and conditions of this Agreement and attached Schedules A
<br /> and B:
<br /> (i) Pethealth hereby grants to the Client a limited, non-exclusive, non-transferable and revocable right to use the
<br /> general production version of the PetPoint shelter data management software application,including all updates,
<br /> improvements,enhancements and additions thereto(the"Application")on a remote basis through the ASP for the
<br /> purposes set forth herein;and
<br /> (ii) the Client is authorized to use all functionality and all configurations of the Application that are made available
<br /> through the ASP,including all updates,that are made generally available by Pethealth.
<br /> Upon request, Pethealth will provide a complete duplicate of the Client's data in Microsoft Access format(the"Client's
<br /> Data")to the Client for their records on a monthly basis.Except for the limited rights granted by this Section 2,in no event
<br /> will the Client acquire or retain any other right of access or use or otherwise acquire or retain any right,title or interest in
<br /> or to the Application(or any modifications,improvements,enhancements or upgrades thereto or derivative works based
<br /> thereon),whether in the form of intellectual property or other ownership rights or interests.
<br /> 2. Proprietary Rights.The Client acknowledges that the Application(and all modifications,improvements,enhancements or
<br /> upgrades thereto or derivative works based thereon)and all Proprietary Information of Pethealth are and shall at all times
<br /> remain the sole and exclusive property of Pethealth(or its licensors).The Client agrees that it shall not:(i)permit any third
<br /> party to use the Application or any services provided by Pethealth to the Client hereunder(the"ASP Services"),and (ii)
<br /> use the Application or the ASP Services in any way for the benefit of any third party whether directly or indirectly.For the
<br /> purposes of this Agreement,the term"Proprietary Information"means any and all information relating to the Application
<br /> and the ASP Services, including the databases, computer programs, screen formats, report formats, interactive design
<br /> techniques,formulae,processes,systems,software,extended format reports,and other information forming part of,relating
<br /> to or made available as part of the Application and the ASP Services that is proprietary to Pethealth and/or its licensors
<br /> and all copyrights,trademarks,service marks,trade secrets,patents,or other intellectual property and ownership rights of
<br /> Pethealth and its relevant licensors related thereto.
<br /> 3. Confidential Information. To the extent permitted by Washington State law:
<br /> (i) From time to time,the parties may disclose or make available to one another in connection with this Agreement
<br /> certain information which is considered by the disclosing party to be confidential or proprietary information about
<br /> itself or its business, products or services (collectively, "Confidential Information"). Confidential Information
<br /> includes,but is not limited to, (i) the terms of this Agreement;and(ii)any other information,communication or
<br /> 4 data,in any form,including,but not limited to oral,written,graphic or electronic forms,which the disclosing party
<br /> identifies as confidential or which is of such a nature that the receiving party should reasonably understand that
<br /> the disclosing party desires to protect such information against unrestricted disclosure or use,including without
<br /> limitation, business information, financial data and marketing data. With respect to Pethealth, Confidential
<br /> Information includes,but is not limited to,Work Product and the information.Confidential Information does not
<br /> include information that is: (i) generally known in the public (other than through unauthorized disclosure); (ii)
<br /> rightfully in the receiving party's possession prior to disclosure as evidenced by competent written pro. • (iii)
<br /> independently developed by the receiving party without reliance on or reference to the disclosin- p. 's
<br /> Confidential Information;or (iv) rightfully received by the receiving party from a third party withou a d of
<br /> confidentiality, provided that (A) the receiving party has no knowledge that such information is •ubje o ,
<br /> PetPoint Application Service Provider Agreement-US-v.20150908 SIGNER'S INITIA
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