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25G - AGMT MICROSOFT SOFTWARE
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25G - AGMT MICROSOFT SOFTWARE
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Last modified
1/16/2020 6:58:17 PM
Creation date
1/16/2020 6:20:27 PM
Metadata
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City Clerk
Doc Type
Agenda Packet
Agency
Information Technology
Item #
25G
Date
1/21/2020
Destruction Year
2025
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d. Restrictions. Enrolled Affiliate must riot (and is not licensed to) (1) reverse engineer, <br />decomptle, or disassemble any, product or Fix; (2) Install or use non -Microsoft software or <br />technology In any way that would subject Microsoft's intellectual property or technology to any <br />other license terms; or (3) work around tiny technical limilatlons in a Product or Fix or <br />restrictions in Product documentation. Cuslomer mbsl not (and Is riot licensed to) O separate <br />and rim parts of a Product or Fix on more than one device, upgrade or downgrade parts of a <br />Product or Fix at different times, or transfer ports of a product or Fix separately; or (it) distribute, <br />sublicense, rant, lease, land any Products or Fixes, in whole or In part, or use them to offer <br />hosting services to a third party.) <br />e. Reservation of rights. PrOdnrla and Fixes are protected by copyright and other intellectual <br />property rights laws and in[erdallonal treaties. Microsoft reserves all rights not expressly <br />granted in this agreement. Flo rights will be granted or implied by waiver or estoppel. Rights <br />to access or use Software on a device do not give Customer any right to Implement Microsoft <br />patents or other Microsoft Intellectual property in the device Itself or in any other software or <br />devices. <br />8. Confidentiality. <br />'Confidential Information' is non-public information that is designated 'confidential" or that a reasonable <br />person should understand is confidential, including Customer Data. Confidential I nformation does not <br />Include information that (a) becomes publicly available without a breach of this agreement, (b) the <br />receiving party received lawfully from another source without a confidentiality obligation, (c) is <br />independently developed, or (d) is a comment or suggestion volunteered about the other party's <br />business, products or services. ' j <br />Each party will take reasonable steps to protect the other's Confidential Information and will use the other <br />party's Confidential Information only for purposes of the parties' business relationship. Neither party will <br />disclose that Confidential Information to third parties, except to its employees, Affiliates, contractors, <br />advisors and consultants ('Representatives") and then only on a need -to -know basis under nondisclosure <br />obligations at least as protective as this agreement. Each party remains responsible for the use of the <br />Confidential Information by Its Representatives and, in the event of discovery of any unauthorized use or <br />disclosure, must promptly notify the other party. <br />A party may disclose the other's Confidential Information if required by law; but only after It notifies the <br />other party (if legally permissible) to enable the other party to seek a protective order. <br />Neither party Is required to restrict work assignments of its Representatives who have had access to <br />Confidential inrormation. Each party agrees that the use of Information retained in Representatives <br />unaided memories in the development or deployment of theparties' respective products or services does <br />riot create liability under this Agreement or trade secret law, and each party agrees to limit what it <br />discloses to the other accordingly. <br />These obligations apply (1) for Customer Data until it is deleted from the online Services, and (11) for all <br />other Confidential Information, for a period of live years after a party receives the Conridential Information. <br />9. Privacy and compliance With laws. <br />a. Enrolled Affiliate consents to the processing of personal information by Microsoft and Its agents <br />to facilitate the subject matter of this Agreement. Enrolled Affiliate will obtain all required <br />consents from third parties under applicable privacy and data protection law before providing <br />personal information to Microsoft. <br />b. Personal information collected under this agreement (i) may be transferred, stored and <br />processed In the United States or any other country in which Microsoft or its service providers <br />maintain facilities and (li) will be subject to the privacy terms specified in the Use Rights. <br />Microsoft will abide by [lie requirements of European Economic Area and Swiss data protection <br />FA2.010Api(liN)Nr N(PNG)(DIAv20 IIn Pape r or I <br />Uocwnenl x2e.10200 <br />
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