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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 />decomplie, 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 any technical limitations in a Product or Fix or <br />restrictions In Product documentation. Customer must not (and is not licensed to) O separate <br />and run 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 parts of a Product or Fix separately; or (il) distribute, <br />sublicense, rent, lease, lend 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, Products and Fixes are protected by copyright and other Intellectual <br />property rights laws and inlernatlonal treaties, Microsoft reserves all rights not expressly <br />granted in this agreement. No 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 inlellecual 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" of- that a reasonable <br />person should understand is confidential, including Customer Data. Confidential Information 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. ' i <br />Each party will lake reasonable steps to protect lire other's Confidential Information and will use the other <br />pares 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 seat( a protective order. <br />Neither party is required to restrict war)( assignments of its Representatives who have had access to <br />Confidential Information, Each party agrees that the use of information retained in Representatives' <br />unaided memories in the development or dejployment of the part)es'respeclive products or services does <br />not create liability under this Agreement or trade secret law, and each party agrees to limit what it <br />discloses la the other accordingly, <br />These obligations apply (i) for Customer Data until it is deleted from the online Services, and (11) for all <br />other Confidential Information, for a period df five years after a party receives the Confidential Information. <br />I <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 kicrosoft. <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 (it) will be subject to the privacy terms specified In the Use Rights. <br />Microsoft will abide by the requirements of European Economic Area and Swiss data protection <br />r'A2ntnlu1(ls)SI 1:(1ih1(:)(rnv201fh Pnre 7 of I I <br />GOCII ucilI x20-110220e <br />
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