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City of Redlands
<br /> functionality and performance of the Service Proprietary Information of Customer includes non-
<br /> public data('Customer Data")provided by Customer to Company to enable the provision of the
<br /> Services The Receiving Party agrees (i)to take reasonable precautions to protect such
<br /> Proprietary Information,and(n)not to use (except in performance of the Services or as otherwise
<br /> permitted herein)or divulge to any third party any such Proprietary Information The Disclosing
<br /> Party agrees that the foregoing shall not apply with respect to any information after five(5)years
<br /> following the disclosure thereof or any information that the Receiving Party can document(a)is
<br /> or becomes generally available to the public,without any action by,or involvement of,the
<br /> Receiving Party or(b)was in its possession or known by it prior to receipt from the Disclosing
<br /> Party,or(c)was rightfully disclosed to it without restriction by a third parry, or(d)was
<br /> independently developed without use of any Proprietary Information of the Disclosing Party or
<br /> (e)is required to be disclosed by law The Receiving Party acknowledges that in the event of a
<br /> breach of Section 3 1 by the Receiving Party, substantial injury could result to the Disclosing
<br /> Party and money damages will not be a sufficient remedy for such breach Therefore,in the event
<br /> that the Receiving Party engages in, or threatens to engage in,any act which violates Section 3 1,
<br /> the Disclosing Party will be entitled, in addition to all other remedies which may be available to it
<br /> under law,to seek injunctive relief(including,without limitation,temporary restraining orders,or
<br /> preli ninary or permanent injunctions) and specific enforcement of the terms of Section 3 1 The
<br /> Disclosing Party will not be required to post a bond or other security in connection with the
<br /> granting of any such relief
<br /> 32 Company shall own and retain all rights,title and interest in and to (i)the Services and Software,
<br /> together with all improvements,enhancements,modifications,changes,translations, compilation,
<br /> and derivative works thereto, (u) any software, applications, inventions or other technology
<br /> developed in connection with Implementation Services or support, (in) any analytics generated
<br /> through Customer's use of the Services, including but not limited to, any data,materials,
<br /> mforn-iation,and reports("Analytics")and(iv)all intellectual property rights related to any of the
<br /> foregoing Company hereby grants Customer a non-exclusive,non-transferable and non-
<br /> sublicensable license to access and use the Analytics
<br /> 33 Notwithstanding anything to the contrary,Company shall have the right to collect and analyze
<br /> data and other information relating to the provision,use and performance of various aspects of the
<br /> Services and related systems and technologies (including,without linutation,information
<br /> concerning Customer Data and data derived therefrom),and Company will be free(during and
<br /> after the term hereof)to (i)use such information and data to improve.and enhance the Services
<br /> and for other development, diagnostic and corrective purposes in connection with the Services
<br /> and other Company offerings,(n)disclose such data solely in aggregate or other de-identified
<br /> forin in connection with its business,and(m)disclose, share,license,or resell Analytics to third
<br /> parties for consideration No rights or licenses are granted except as expressly set forth herein
<br /> 4 PAYMENT OF FEES
<br /> 4.1 Customer will pay Company the then applicable fees described in the Summary of Services and
<br /> Implementation in accordance with the terms therein(the"Fees") If Customer's use of the
<br /> Services exceeds the Service Capacity set forth in the Summary of Services and Impleimentation
<br /> or otherwise requires the payment of additional fees(per the terms of this Agreement),Customer
<br /> shall be billed for such usage and Customer agrees to pay the additional fees in the manner
<br /> provided herein Company reserves the right to change the Fees or applicable charges and to
<br /> institute new charges and Fees at the end of the Initial Term or then current Renewal Term,upon
<br /> thirty(30)days prior notice to Customer(which may be sent by email) If Customer believes that
<br /> Company has billed Customer incorrectly, Customer must contact Company no later than 60 days
<br /> after the closing date on the first billing statement in which the error or problem appeared,in
<br /> Actuarial Services and Technology GOV�nvest
<br /> Licensing Agreement
<br /> Insights to your hnancal luture
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