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providing technical assistance pursuant to this Agreement.The parties will jointly own any Inventions made or <br /> conceived jointly by Inventors from both parties. <br /> c. The parties will negotiate in good faith and cooperate reasonably in (i)deciding whether or not to seek or <br /> maintain, or to continue to seek or maintain, patent protection in any country on any Invention and the extent <br /> and scope of such protection and(ii) protecting and enforcing any patents issued on such Invention. <br /> 3.0 ESRI MANAGED CLOUD SERVICES <br /> 3.1 Definitions.The following definitions supplement the definitions provided in Attachment A: <br /> a. "EsH Managed Cloud Services Environment"means the hardware, Software, Data,and network platform <br /> that Esri or its third-party supplier provides as part of Esri Managed Cloud Services, <br /> b. "Hosting"means the business of housing and making accessible Customer Content via the Internet. <br /> 3.2 Provision of Esri Managed Cloud Services. <br /> a. General Terms.Use of Esri Managed Cloud Services is subject to the Cloud Services terms found in <br /> Attachment B of this Agreement. <br /> b. Requirements Planning.It is Customer's responsibility to plan for and address with Esri changes to <br /> Customer's requirements,such as the need for additional capacity,the update of an application or dataset, or <br /> increased level of system availability. <br /> c. Compensation and Expenses.Esri will invoice Customer for the one-time setup fee upon Task Order <br /> execution.Thereafter, Esri will invoice Customer monthly for the Esri Managed Cloud Services to be provided <br /> the following month. Customer will pay invoices within 30 days of receipt.Customer is responsible for any <br /> shipping or temporary storage costs incurred during the delivery of Customer Content to Esri or removal of <br /> Customer Content from the Esri Managed Cloud Services Environment.This paragraph does not apply to Esri <br /> Managed Cloud Services provided under the Advantage Program(see the section entitled"Advantage <br /> Program"in this Agreement). <br /> d. Risk of Loss.Risk of loss for all Customer Content shall at all times remain with Customer, and it is <br /> Customers sole responsibility to maintain regular backups of Customer Content. Risk of loss for the Esri <br /> Managed Cloud Services Environment shall at all times remain with Esri, <br /> e. Personally Identifiable Information. Prior to providing any Customer Content under this Agreement, <br /> Customer shall notify Esri if Customer Content includes personally identifiable information. <br /> f. Public Software.Customer may not use,and may not authorize its end users or contractors to combine or <br /> use any Esri Offerings with any software(including any underlying dependencies),documentation,or other <br /> material distributed under an open source or other similar licensing or distribution model that requires as a <br /> condition of such model that any component of the Esri Offering to be(1)disclosed or distributed in source <br /> code form, (2)made available free of charge to third parties,or(3)modifiable without restriction by third <br /> parties. <br /> g. Monitoring.Customer will provide information and other materials related to its Customer Content as <br /> reasonably requested by Esri or its Hosting partner to verify Esid's or Customer's compliance with this <br /> Agreement. Esri or its Hosting partner,as applicable, may browse, index, or otherwise monitor the external <br /> interfaces of any Customer Content solely for the purpose of verifying compliance with this Agreement. <br /> 4.0 TRAINING <br /> 4.1 Definitions.The following definitions supplement the definitions provided in Attachment A: <br /> a. "Customer-Supplied Training Data"means any digital dataset(s)including, but not limited to,geographic <br /> vector data,coordinates, raster data reports, or associated tabular attributes supplied by Customer for use in <br /> training. <br /> b. "Esri Mobile Lab"means a service in which Esri will deliver and set up a training environment at the <br /> Customer's site for use in conjunction with scheduled Esri Training Events only.The Esd Mobile Lab will <br /> include certain hardware, software, power cords,and network switches necessary for the instructor to set up <br /> the environment. <br /> E204AP Page 3 of 17 March 5,2020 <br />