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<br />Master Agreement (01-07)
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<br />N-2007 -119
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<br />COpy
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<br />Decide with Confidence
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<br />Dun & Bradstreet, Inc. ("O&B') and the customer named below ('Customer') agree that O&B, either directly or through its affiliates, shall make available to Customer business information
<br />services ('Services'), which may include information ('Information'); computer programs or applications (including those accessed remotely), documentation and media (collectively,
<br />'Software'); professional services and other services, subject to this Master Agreement ('Agreemenr). The Services subject to this Agreement are identified in orders entered into from
<br />time to time by O&B and Customer ("Orders'), which may include particular Service-specific terms and conditions. No obligation to furnish or to pay for a particular Service arises under
<br />this Agreement until O&B accepts the applicable order in writing (Le., by signature of a O&B representative or delivery of a O&B invoice to Customer in connection with such Order). All
<br />accepted Orders for Services entered into after the effective date hereof are subject to this Agreement, and the terms of such Orders are incorporated by reference in this Agreement.
<br />Where there is a conflict between the terms of any Order or addendum and this Agreement, the terms of the Order or addendum, as applicable, shall control with respect to the Services
<br />set forth in such Order or addendum and solely to the extent of the conflict. The Services made available to Customer by O&B pursuant to a particular Order may also be made available
<br />to U.S. companies that are subsidiaries, divisions or affiliates, wholly-owned or controlled by Customer ('Affiliates') and identified on a 'Schedule of Affiliates' attached to such Order and
<br />signed by the parties. The Effective Date of this Agreement is as set forth below O&B's signature. In consideration of the mutual obligations set forth in this Agreement, each party agrees
<br />to the terms and conditions below and represents that this Agreement is executed by duly authorized representatives:
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<br />DUN & BRADSTREET, INC.
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<br />Signature:
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<br />Print Name:
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<br />Title:
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<br />Date:
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<br />1. Licenses
<br />1.1 O&B grants to Customer a non-exclusive, non-transferable license
<br />('License') to use and display the Information and Software (in object code format only)
<br />constituting each O&B product specified in an Order, subject to the limitations contained
<br />in this Agreement and such Order. O&B retains all ownership rights (including copyrights
<br />and other intellectual property rights) in the Services, in any form, and Customer obtains
<br />only such rights as are explicitly granted in this Agreement and such Order.
<br />1.2 Each License is for a term of twelve (12) months, beginning on the effective
<br />date of the Order, unless another term is specified in the Order. O&B may extend the
<br />term for an additional period while the parties are engaged in renewal discussions. Any
<br />such extension shall be subject to this Agreement and the terms and pricing of the Order
<br />or the renewal, as applicable. The initial term and any renewal period for an Order or
<br />License constitute 'the Term' for such Order or License.
<br />1.3 Software 'Updates' (i.e., minor enhancements, additions, and substitutions
<br />to Software, including corrections and bug fixes) are provided at no additional fee, if
<br />made commercially available by O&B. 'Upgrades' (i.e., modifications, additions or
<br />substitutions that result in a substantial change, improvement or addition to Software), if
<br />made commercially available by O&B, are provided for an additional fee, if applicable.
<br />The determination of whether a matter involves an Update or an Upgrade is within the
<br />sole discretion of O&B. All Updates and Upgrades made available to Customer are
<br />subject to this Agreement.
<br />1.4 Telephone and email based software support is available during the Term of
<br />an Order for the currently licensed Software versions, and only jf Customer has installed
<br />all Updates received.
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<br />2. Restrictions on Use
<br />2.1 Information and Software are licensed for internal use only by Custome(s
<br />employees with a need to know, subject to any restrictions set forth in the Order.
<br />Customer will not provide Information, Software or other Services to others, whether
<br />directly in any media or indirectly through incorporation in a database, marketing list,
<br />report or otherwise, or use or permit the use of Information to generate any statistical or
<br />other information that is or will be provided to third parties (including as the basis for
<br />providing recommendations to others); use or permit the use of Information to prepare
<br />any comparison to other information databases that is or will be provided to third parties;
<br />or voluntarily produce Information in legal proceedings.
<br />2.2 Notwithstanding the foregoing, Customer may allow individuals performing
<br />the functions of an employee and who are working onsite for the Customer on a
<br />temporary basis ('Contractors') to use the Services solely for Custome(s internal use as
<br />permitted hereunder, and Customer shall be responsible for such contracto(s
<br />compliance with this Agreement. In addition, Customer may, subject to the written
<br />approval of O&B, engage a third party to process, host or otherwise have access to the
<br />Information or Software (a 'Processor'), provided Customer enters into a written
<br />agreement with such Processor that provides that (a) such Processo(s access to and
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<br />MA-01.07
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<br />Customer:
<br />Signature:
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<br />City of Santa Ana
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<br />Title:
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<br />City Manager
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<br />Date:
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<br />use of the Information or Software shall be limited solely to the performance of services
<br />for Customer, (b) the Information may not be duplicated or integrated with information
<br />belonging to such Processor, (c) the Information or Software is the property of O&B and
<br />may not be disclosed or distributed by such Processor to any other party (including any
<br />affiliate of such Processor), (d) O&B shall be a third party beneficiary of the foregoing
<br />obligations, and (e) upon the earlier of termination of Custome(s agreement with such
<br />Processor or termination of the applicable Order, such Processor shall retum the
<br />Information or Software to O&B or certify its destruction. Customer shall be responsible
<br />for such Processo(s compliance with the foregoing and shall indemnify O&B for any third
<br />party claims relating to such Processo(s conduct.
<br />2.3 Customer will not attempt to access, use, modify, copy, reverse engineer, or
<br />otherwise derive the source code of Software.
<br />2.4 Customer will not use Information as a factor in establishing an individual's
<br />eligibility for (i) credit or insurance to be used primarily for personal, family, or household
<br />purposes, or (i1) employment. In addition, Customer will not use any Service to engage
<br />in any unfair or deceptive practices and will use the Services only in compliance with
<br />applicable state, local, federal or foreign laws or regulations, including but not limited to
<br />laws and regulations promulgated by the Office of Foreign Asset Control, applicable
<br />export restrictions, and/or those laws and regulations regarding telemarketing, customer
<br />solicitation (including fax and/or e-mail solicitation), data protection and privacy.
<br />2.5 Upon expiration or termination of a License with respect to particular
<br />Information or Software, or upon receipt of Software or Information that is intended to
<br />supersede previously obtained Software or Information, unless O&B instructs Customer
<br />otherwise, Customer will immediately delete or destroy all originals and copies of the
<br />Information and/or Software, as applicable, including all Information or Software provided
<br />to Processors as permitted by paragraph 2.2 hereof; and upon request, provide O&B with
<br />a corporate office(s certification thereof.
<br />2.6 Upon reasonable notice and during regular business hours, Customer will
<br />permit O&B to inspect the locations at, or computer systems on which, Information and
<br />Software are used, stored or transmitted so that O&B can verify Custome(s compliance
<br />with this Agreement.
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<br />3. D.U.N.g@ Numbers
<br />3.1 O-U-N-S Numbers are proprietary to and controlled by O&B. O&B grants
<br />Customer a non-exclusive, perpetual, limited license to use O-U-N-S Numbers (excluding
<br />linkage O-U-N-S Numbers) solely for identification purposes and only for Custome(s
<br />intemal business use. Where practicable, Customer will refer to the number as a 'O-U-
<br />N-S@ Number' and state that O-U-N-S is a registered trademark of O&B.
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<br />4. Payment
<br />4.1 Customer will pay O&B in accordance with the Order. Prices and product
<br />descriptions are those set forth in the Order, or, if not included in the Order, in O&B's
<br />AOP and MOP Price Guides ('Price Guides'), which are available upon request. A late
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