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OPENGOV SOFTWARE SERVICES AGREEMENT
<br /> 3.1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than as
<br /> expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to: (a)
<br /> use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble,
<br /> decompile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent
<br /> applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host,
<br /> disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any
<br /> benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with
<br /> the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential
<br /> personally identifiable information to OpenGov or the Software Services platform.
<br /> 3.2 Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third party
<br /> software systems of record (such as Customer's ERP systems) needed to connect to, access or otherwise use
<br /> the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible
<br /> with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files,
<br /> and (c)all uses of Customer user accounts by any party other than OpenGov.
<br /> 4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA
<br /> 4.1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all Intellectual
<br /> Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts,
<br /> graphics and button icons, are the property of OpenGov and Customer may not copy, imitate, or use them, in
<br /> whole or in part, without OpenGov's prior written consent. Subject to Customer's obligations under this
<br /> royalty-free license durin the Term to use the
<br /> Agreement, OpenGov hereby grants to Customer a non-exclusive, g
<br /> Software Services.
<br /> 4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual
<br /> Property Rights therein. Customer hereby grants to OpenGov a non-exclusive, royalty-free license to, and permit
<br /> its partners to, use, store, edit and reformat the Customer Data, and to use Customer Data for purposes of sales,
<br /> marketing, business development, product enhancement, customer service, or for analyzing such data and
<br /> publicly disclosing such analysis ("Insights"), provided that in all such uses Customer Data is rendered
<br /> anonymous such that Customer is no longer identifiable.
<br /> 4.3 Access to Customer Data. Customer may download the Customer Data from the Software Services at any
<br /> time during the Term, other than during routine software maintenance periods. OpenGov has no obligation to
<br /> return Customer Data to Customer.
<br /> 4.4 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty-free, irrevocable, perpetual,
<br /> worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback.
<br /> OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation
<br /> based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the
<br /> improvements and modifications.
<br /> 5. CONFIDENTIALITY
<br /> 5.1 Each party(the "Receiving Party")agrees not to disclose any Confidential Information of the other party(the
<br /> "Disclosing Party")without the Disclosing Party's prior written consent, except as provided below. The Receiving
<br /> Party further agrees: (a) to use and disclose the Confidential Information only in connection with this Agreement;
<br /> and (b)to protect such Confidential Information using the measures that Receiving Party employs with respect to
<br /> its own Confidential Information of a similar nature, but in no event with less than reasonable care.
<br /> Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by
<br /> law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or
<br /> limit disclosure is given to the Disclosing Party.
<br /> 5.2 "Confidential Information" means all confidential business, technical, and financial information of the
<br /> disclosing party that is marked as "Confidential" or an equivalent designation or that should reasonably be
<br /> understood to be confidential given the nature of the information and/or the circumstances surrounding the
<br /> disclosure (including the terms of the applicable Software Agreement). OpenGov's Confidential Information
<br /> includes, without limitation, the software underlying the Software Services and all Documentation.
<br /> 2 Rev. 2018.01_200701_Decatur
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