|
10. PROPRIETARY PROTECTION AND RESTRICTIONS.
<br />10.1 LIMITED RIGHT OF USE. GEOGRAPHIC SOLUTIONS shall have sole and
<br />exclusive ownership of all right, title, and interest in and to the PROGRAM and all ERROR
<br />CORRECTIONS, MAINTENANCE MODIFICATIONS and ENHANCEMENTS thereof
<br />(including ownership of all trade secrets and copyrights pertaining thereto), subject only to
<br />the rights and privileges expressly granted to SUBSCRIBER herein by GEOGRAPHIC
<br />SOLUTIONS. This Agreement does not provide SUBSCRIBER with title or ownership of
<br />the PROGRAM, but only a SUBSCRIPTION for the period outlined in Section 2.
<br />SUBSCRIBER must keep the PROGRAM free and clear of all claims, liens, and
<br />encumbrances.
<br />10.2 RESERVATION OF RIGHTS; ACKNOWLEDGMENTS. SUBSCRIBER
<br />acknowledges that the PROGRAM that is being subscribed to by SUBSCRIBER hereunder
<br />constitutes a commercially valuable, proprietary product of GEOGRAPHIC SOLUTIONS,
<br />the design and development of which reflects the effort of skilled experts and the investment
<br />of considerable time and money. SUBSCRIBER acknowledges that the PROGRAM contains
<br />substantial trade secrets of GEOGRAPHIC SOLUTIONS, which GEOGRAPHIC
<br />SOLUTIONS shall entrust to SUBSCRIBER in confidence to use and copy only as expressly
<br />authorized by this Agreement, SUBSCRIBER further acknowledges that GEOGRAPHIC
<br />SOLUTIONS claims and reserves all rights and benefits afforded under federal copyright law
<br />in the PROGRAM. Any distribution, copying, or modification of such materials not expressly
<br />authorized by this Agreement is strictly prohibited.
<br />SUBSCRIBER may not use, copy, modify, or distribute the PROGRAM (electronically or
<br />otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as
<br />expressly authorized by GEOGRAPHIC SOLUTIONS. SUBSCRIBER may not reverse
<br />assemble, reverse compile, or otherwise translate the PROGRAM. SUBSCRIBER's rights
<br />may not be transferred, leased, assigned, or sublicensed except for a transfer of the
<br />SUBSCRIPTION in its entirety to (1) a successor in interest of SUBSCRIBER's entire
<br />business who assumes the obligations of this Agreement or (2) any other party who is
<br />reasonably acceptable to GEOGRAPHIC SOLUTIONS, and who enters into a substitute
<br />version of this Agreement, and pays an administrative fee intended to cover attendant costs.
<br />10.3 INJUNCTIVE RELIEF. SUBSCRIBER acknowledges that, in the event of a breach
<br />of any of the foregoing provisions by SUBSCRIBER, GEOGRAPHIC SOLUTIONS will not
<br />have an adequate remedy in money or damages. GEOGRAPHIC SOLUTIONS shall
<br />therefore be entitled to obtain an injunction against such breach from any court of competent
<br />jurisdiction immediately upon request. GEOGRAPHIC SOLUTIONS' right to obtain
<br />injunctive relief shall not limit its right to seek further remedies.
<br />10.4 CONFIDENTIALITY OBLIGATIONS. 1, Confidential Information Obligations
<br />GEOGRAPHIC SOLUTIONS recognizes and acknowledges that, as a result of this
<br />Agreement with The City of Santa Ana, it may be provided, exposed to, and learn (i) non-
<br />public personal information of The City of Santa Ana's customers, including but not limited
<br />to names, addresses, telephone numbers, account numbers, and demographic, medical,
<br />financial and transaction information; (ii) trade secrets; (iii) confidential information
<br />pertaining to The City of Santa Ana's and its customers' and contractors' business, financial
<br />condition, operations, sales information, customer and prospect lists, customer needs,
<br />Geogmphic Solutiaas Wriaal One Slop Subscription Page 5
<br />
|