ORCA 6/13/2019 - Laserfiche WebLink

12.0 INTELLECTUAL PROPERTY 12.1 Use of Terms from System Integrator(SI)or ORCA Vendor Contracts. The capitalized terms used in this section shall have the same meanings as have been given those terms in the SI Contract or in other ORCA vendor contracts. In addition, for purposes of this Agreement, the terms "intellectual property" and "IP" shall include the ORCA-related trademarks that have been or will be registered by the Regional ORCA Operations Team (ROOT). 12.2 Exercise of Agency License Rights. Each Agency agrees that it will exercise its license rights in accordance with the license provisions of the SI Contract as regards any intellectual property provided under said SI Contract("IP"), including Contract Deliverables, IP of Contractor, INIT Software, Third Party Software and Technical Data related to all such IP. 12.3 Installation of Additional Applications. Each Agency that desires to install additional applications onto its ORCA devices shall, in conjunction with the ORCA Director, obtain the SI or other ORCA Vendor certification in accordance with the process outlined in the vendor contract prior to installing such additional applications. 12.4 Agency Protection of Intellectual Property. Each Agency shall take reasonable measures, to the extent required by the SI or other ORCA Vendor contracts, and other provisions of this Agreement, to protect any IP and IP materials related to same from being disclosed to third parties, other than those to whom sublicenses and transfers are permitted by the license rights granted under the SI or other ORCA Vendor contracts. Such measures shall include (a) restricting access to such IP and IP materials to those of its employees with a reasonable need to know; (b) requiring such employees to sign a nondisclosure agreement; (c) requiring any permitted third parties to sign nondisclosure agreements requiring that they also undertake reasonable protection measures; (d) promptly enforcing any violations of such agreements; (e)copying, using and licensing others to use ORCA-related trademarks only in accordance with policies and rules established by the Joint Board; and (f) reporting any violations to the ORCA Director as soon as is practicable. 12.5 Agency Protection of Use Data. Each Agency shall comply with such policies and procedures as are established by the Joint Board regarding retention and disclosure of use data and use data reports. 12.6 Escrow Fees. Each Agency shall pay its share of the fees related to the escrow agreements, which will be in effect during the term of the SI Contract. During development and implementation of the ORCA System, the Agencies' shall pay the escrow fee per the capital shares. For subsequent years, an Agencies' share of the annual escrow fees shall be paid per the operating shares in effect for that year. 12.7 No Assignment of IP. Notwithstanding any provision in the SI or other ORCA Vendor contracts or this Agreement, each Agency agrees that it shall not grant or transfer any rights in IP related to the ORCA System without the written approval of the ORCA Director. 12.8 IP Indemnity. Each Agency shall defend, indemnify and hold harmless the other Agencies against any and all infringement actions, claims for license fees or royalties, suits, actions, and liabilities of any kind whatsoever, including attorneys' fees and costs, which arise out of or are in any way related to the negligent or intentional act of an Agency, its employees, agents or contractors in using, transferring, sublicensing or otherwise releasing any IP, IP Materials related to same, or information in violation of any of the provisions of this Section 12.0 or the SI or other ORCA Vendor contracts. 12.9 Termination of IP License; Termination of Agreement. In the event of an Agency's withdrawal or removal from this Agreement, the Agency shall deliver to the ORCA Director, and relinquish its license 31