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Attachment A contains definitions of capitalized terms used throughout this Agreement. Each section of this <br /> Agreement may include additional definitions that are used exclusively within that section. <br /> 1.0 GENERAL GRANT OF RIGHTS AND RESTRICTIONS <br /> 1.1 Grant of Rights.In consideration of Customer's payment of all applicable fees and in accordance with this <br /> Agreement, Esri <br /> a. Provides Services as set forth in this Agreement; <br /> b. Grants to Customer a nonexclusive, nontransferable right and license or subscription to access and use Esri <br /> Offerings as set forth in the Specifications and applicable Ordering Documents; and <br /> c. Authorizes Customer to copy and make derivative works of the Documentation for Customer's own internal <br /> use in conjunction with Customer's authorized use of Esri Offerings.Customer will include the following <br /> copyright attribution notice acknowledging the proprietary rights of Esri and its licensors in any derivative <br /> work: <br /> "Portions of this document include intellectual property of Esri and its licensors and are used under <br /> license. Copyright Q[Customer will insert the actual copyright date fs)from the source maferlafs.] Esri and <br /> its licensors.All rights reserved. <br /> The grants of rights in this section (i)continue for the duration of the subscription or applicable Term or <br /> perpetually if no Term is applicable or identified in the Ordering Documents and(ii)are subject to additionalrights <br /> and restrictions in this Agreement including Attachment B. <br /> 1.2 Consultant or Contractor Access.Customer may authorize its consultants or contractors to(i)'host Esri <br /> Offerings for Customer's benefit and(ii)use Esri Offerings exclusively for Customer's benefit.Customer will be <br /> solely responsible for its consultants'and contractors'compliance with this Agreement and will ensure that each <br /> consultant or contractor discontinues use of Esri Offerings upon completion of work for Customer.Access to or <br /> use of Esri Offerings by consultants or contractors that is not exclusively for Customer's benefit is prohibited. <br /> 1.3 Reservation of Rights.All Esri Offerings are the copyrighted works of Esri or its licensors;all rights not <br /> specifically granted in this Agreement are reserved. <br /> 1.4 Customer Content.Esri does not acquire any rights in Customer Content under this Agreement other than as <br /> needed to provide Esri Offerings and Services to Customer. <br /> 2.0 PROFESSIONAL SERVICES <br /> 2.1 Definitions.The following definitions supplement the definitions provided in Attachment A <br /> a. "Invention(s)"means a patentable invention,discovery,innovation,or improvement,excluding Deliverables, <br /> relating to the subject matter of a Task Order. <br /> b. "Inventor(s)"means a party's principal,employee,consultant,or independent contractor that solely or jointly <br /> develops inventions during Esri's performance under a Task Order. <br /> c. "Professional Service Package(s)"means a predefined unit of Professional Services, including travel- <br /> related expenses,provided at a firm fixed price, <br /> 2.2 Permitted Uses.Customer may use,copy, and modify Deliverables solely'in conjunction with Customer's <br /> authorized use of Products. <br /> 2.3 Ownership of Deliverables and Inventions. <br /> a. Esri or its licensors own and retain ownership of Deliverables. <br /> b. Each party will retain title to any Inventions made or conceived solely by its Inventors during the term of this <br /> Agreement, including,but not limited to,such Inventions that Esri's Inventors solely make or conceive while <br /> E204AP Page 2 of 17 March 5,2020 <br />