Item 22 - Animal Licensing Services Agreement

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TRANSITION PHASE The period beginning on the Execution Date and expiring at the close of business on the 60th day thereafter is referred to as the “Transition Phase.” CONTRACTOR shall begin processing licenses within a reasonable time following the Transition Phase subject to CITY’s timely fulfillment of its obligations under this Section 11. CONTRACTOR, in its discretion, may begin processing licenses prior to the expiration of the Transition Phase. CITY acknowledges that any delay in the performance of its obligations under this Section 11 may result in a delay in the commencement of the Services. The date on which CONTRACTOR commences the processing of licenses hereunder is referred to in this Agreement as the “Commencement Date.” CONTRACTOR shall notify CITY of the Commencement Date within a reasonable period before or after the Commencement Date. During the Transition Phase: A. License Data. CITY shall provide historical license data files consisting of licenses older than 90 days within fifteen days after the Execution Date. The said historical data shall be made available to CONTRACTOR in an electronic format that is readily importable by CONTRACTOR. B. Deliverables. Within ten days after request from CONTRACTOR, CITY shall provide to CONTRACTOR agreed upon supplies, data, feedback, process information, the initial designation regarding the type of Bank Account under Section 5, and required approvals for items such as form designs (collectively, “Deliverables”). Deliverables may be requested throughout the Transition Phase. C. Tags. CITY shall purchase, at CITY’s expense, and cause to be delivered to CONTRACTOR license tags that meet CONTRACTOR’s specifications, which have been provided to CITY. COVENANTS REGARDING DATA CONTRACTOR agrees that it will not, without CITY’s consent, use personal data collected on behalf of CITY other than for the performance of the Services or other uses permitted by this Agreement or under applicable law. Further, CONTRACTOR agrees that it will not sell, or intentionally transfer or release, to any third party personal data that CONTRACTOR has collected in performing the Services, except as may otherwise be required by this Agreement or applicable law, and that it will take commercially reasonable measures to prevent the unauthorized release of any such third party personal data. Upon the termination of this Agreement, CONTRACTOR agrees to return or transfer to CITY, in a mutually acceptable format, all animal licensing data maintained by CONTRACTOR under this Agreement within 15 business days after CONTRACTOR has received all sums due CONTRACTOR under this Agreement. CONTRACTOR’S SYSTEM CITY acknowledges that CONTRACTOR has developed and coordinated proprietary means and methods of performing the Services and related know-how, skills, and property (collectively, the “System”). The System includes, among other items, an interactive website, databases, software, and related items. The System is special and unique to CONTRACTOR and has been developed by CONTRACTOR at great cost and expense to CONTRACTOR. CITY acknowledges that CITY is not acquiring any rights in or to the System, and that the System is and will remain the sole and exclusive property of CONTRACTOR. CITY further acknowledges and