|
<br />
<br />
<br />
<br />Client: Housing Authority of the City of Santa Ana MRI Confidential Page 3 of 10
<br />
<br />as well as results of testing and benchmarking of the Software or
<br />Services, product roadmap, data and other information of MRI and its
<br />licensors relating to or embodied in the Software or Documentation,
<br />subject to the provisions of the California Public Records Act and similar
<br />public records disclosure laws only to the extent mandated. MRI’s
<br />placement of a copyright notice on any portion of any Software will not
<br />be construed to mean that such portion has been published and will not
<br />derogate from any claim that such portion contains proprietary and
<br />confidential information of MRI.
<br />4.2 Non-Disclosure. Each Party will protect the other Party’s
<br />Confidential Information from unauthorized use or dissemination and use
<br />the same degree of care that each such Party uses to protect its own
<br />confidential information, but in no event less than a reasonable amount
<br />of care. Neither Party will use Confidential Information of the other
<br />Party for purposes other than those necessary to directly further the
<br />purposes of the Agreement. Neither Party will disclose to third parties
<br />Confidential Information of the other Party without prior written consent
<br />of such other Party, subject to the provisions of the California Public
<br />Records Act and similar public records disclosure laws only to the extent
<br />mandated. Notwithstanding anything in this Agreement to the contrary,
<br />Client agrees that, upon request by Owner, MRI may communicate
<br />directly with the Owner about all aspects of the Agreement, the Client
<br />Data, and any other Client Confidential Information, if applicable.
<br />4.3 Exceptions. Information shall not be considered Confidential
<br />Information to the extent, but only to the extent, that the receiving Party
<br />can establish that such information (i) is or becomes generally known or
<br />available to the public through no fault of the receiving Party; (ii) was
<br />rightfully in the receiving Party's possession before receipt from the
<br />disclosing Party free of any obligation to keep it confidential; (iii) is
<br />lawfully obtained from a third party who has the right to make such
<br />disclosure; (iv) is not considered confidential under the provisions of the
<br />California Public Records Act or similar public records disclosure laws
<br />only to the extent mandated; or (v) has been independently developed
<br />by the receiving Party without reference to any Confidential Information
<br />of the disclosing Party.
<br />4.4 Compelled Disclosure. The receiving Party may disclose
<br />Confidential Information of the disclosing Party if it is compelled by law
<br />to do so, provided the receiving Party gives the disclosing Party sufficient
<br />prior notice of such compelled disclosure (to the extent legally
<br />permitted) to permit the disclosing Party a reasonable opportunity to
<br />object to the compelled disclosure and to allow the disclosing Party the
<br />opportunity to seek a protective order or other appropriate remedy. The
<br />receiving Party shall provide reasonable assistance, at the disclosing
<br />Party's cost, if the disclosing Party wishes to contest the disclosure.
<br />4.5 Remedy/Injunctive Relief. The Parties acknowledge that
<br />disclosure of any Confidential Information may give rise to irreparable
<br />injury to the Party whose information is disclosed, which injury may be
<br />inadequately compensated in damages. Therefore, either Party may seek
<br />injunctive relief against the other Party’s breach or threatened breach
<br />of this Section 4 as well as any other legal remedies that are available.
<br />5. PRIVACY
<br />Client represents and warrants that before providing non-public personal
<br />or financial information to MRI or its agents, it will comply with any laws
<br />applicable to the disclosure of personal information, including providing
<br />notices to or obtaining permission from third parties to allow sharing of
<br />their personal information with MRI under the Agreement.
<br />Notwithstanding anything in this Agreement to the contrary, during the
<br />Term of this Agreement, Client hereby grants to MRI a non-cancelable,
<br />worldwide, non-exclusive right to utilize any data that arises from the
<br />use of the Protected Materials by Client whether disclosed on or prior to
<br />the Commencement Date for any legitimate business purpose, including
<br />the right to sublicense such data to third parties, on an anonymous or
<br />aggregate basis only, subject to all legal restrictions regarding the use
<br />and disclosure of such information.
<br />If Client provides personal data to MRI from data subjects in Canada or
<br />the European Union (“EU”), then Client hereby (a) acknowledges that in
<br />connection with any products or services provided by MRI under this
<br />Agreement, MRI may transfer/access/store/process personal data
<br />outside of the EU and Canada in countries (such as the United States)
<br />that under EU laws may not ensure an adequate level of data protection
<br />(the “Data Transfer”); and (b) consents to such Data Transfer, and Client
<br />shall ensure that it complies with all applicable EU and Canadian laws
<br />that apply to Client as the data controller of such personal data in
<br />connection with the Data Transfer. MRI will take reasonable measures to
<br />protect the security of such personal data transferred by Client to MRI.
<br />6. LIMITED RIGHTS AND OWNERSHIP
<br />6.1 Reservation of Rights. All rights not expressly granted in the
<br />Agreement are reserved by MRI and its licensors. Client acknowledges
<br />that: (i) all Software is licensed and not sold and all Content is subscribed
<br />to and not sold; (ii) Client acquires only the right to use the Protected
<br />Materials and MRI, its licensors, and Content providers shall retain sole
<br />and exclusive ownership of all rights, title, and interest in the Protected
<br />Materials, including (whether developed by MRI, Client, Client User, or
<br />other third party) (a) Intellectual Property embodied in or associated
<br />with the Protected Materials, (b) deliverables and work product
<br />associated with the Protected Materials, and (c) all copies and derivative
<br />works thereof; and (iii) the Protected Materials, including the source and
<br />object codes, logic and structure thereof, constitute valuable trade
<br />secrets of MRI and its licensors. Client hereby assigns to MRI all right, title
<br />and interest in and to Configurations developed by Client, Client User or
<br />by any other third party on behalf of Client; however, Client shall retain
<br />a license to use such Configurations for so long as Client retains a license
<br />to use the Software or SaaS Services, as applicable, used in conjunction
<br />with such Configurations. Client agrees to secure and protect the
<br />Protected Materials consistent with the maintenance of MRI’s and its
<br />licensors’ rights therein, as set forth in this Master Agreement. Client
<br />agrees to execute such further instruments, and take such further actions
<br />as MRI may reasonably request, at MRI’s expense, to apply for, register,
<br />perfect, confirm, and protect MRI’s rights.
<br />6.2 Restrictions. Client shall not itself, or through any Affiliate,
<br />Client User, employee, consultant, contractor, agent or other third
<br />party: (i) sell, resell, distribute, host (except Client shall be permitted
<br />to host the MRI Software with respect to a perpetual software license),
<br />lease, rent, license or sublicense, in whole or in part, the Protected
<br />Materials; (ii) decipher, decompile, disassemble, reverse assemble,
<br />modify, translate, reverse engineer or otherwise attempt to derive
<br />source code, algorithms, tags, specifications, architecture, structure or
<br />other elements of the Software, including the license keys, in whole or
<br />in part, for competitive purposes or otherwise; (iii) allow access to,
<br />provide, divulge or make available the Protected Materials to any user
<br />other than Client Users; (iv) write or develop any derivative works based
<br />upon the Protected Materials, except for authorized Configurations; (v)
<br />modify, adapt, translate or otherwise make any changes to the Protected
<br />Materials or any part thereof; (vi) use the Protected Materials to provide
<br />processing services to third parties, or otherwise use the same on a
<br />‘service bureau’ basis, other than on behalf of Owner, if applicable; (vii)
<br />disclose or publish, without MRI’s prior written consent, performance or
<br />capacity statistics or the results of any benchmark test performed on the
<br />Protected Materials; or (viii) otherwise use or copy the Protected
<br />Materials except as expressly permitted herein.
<br />6.3 Client Data. Notwithstanding anything in this Agreement to the
<br />contrary, Client and/or Owner retains sole and exclusive ownership to
<br />any and all Client Data.
<br />6.4 License Grant by Client. During the Term of this Agreement,
<br />Client grants to MRI a non-exclusive, royalty free license to use
<br />equipment, software, Client Data or other material of Client solely for
<br />the purpose of performing MRI’s obligations under the Agreement.
<br />6.5 Enforcement. Client shall (i) ensure that all users of Protected
<br />Materials comply with the terms and conditions of the Agreement, (ii)
<br />promptly notify MRI of any actual or suspected violation thereof and (iii)
<br />cooperate with MRI with respect to investigation and enforcement of the
<br />Agreement. The Software contains code-based protections that serve to
<br />prevent and remedy violations of the license restrictions. If the Software
<br />is hosted on Client’s technology systems, MRI may access the Software
<br />remotely in order to ensure Client’s compliance with the license terms
<br />and other restrictions of the Agreement.
<br />EXHIBIT 2
|