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GUAMANWID
<br /> (i) technology, ideas, concepts, drawings, designs, inventions, discoveries, improvements,
<br /> patents, patent applications, specifications, trade secrets, prototypes, processes, notes,
<br /> memoranda, and reports; or
<br /> (1i) visual representations concerning the Disclosing Party's past, present or future research,
<br /> technology, know-how, and concepts; or
<br /> (iii) computer programs, software code, written documentation, products, information concerning
<br /> vendors, members, customers, prospective customers, employees and prospective
<br /> employees, market research, sales and marketing plans, distribution arrangements, financial
<br /> statements, financial information, financing strategies and opportunities, and business plans.
<br /> In addition,the term"Confidential or Proprietary Information" shall include any information
<br /> disclosed pursuant to any confidentiality or nondisclosure agreement entered by the parties in
<br /> contemplation of entering the business relationship evidenced by this Agreement.
<br /> (h) "Customer Information" means all Confidential or Proprietary Information disclosed by the
<br /> Customer to GUARDIAN RFID in connection with, in contemplation of entering, or under this
<br /> Agreement or entered into the Command Cloud System.
<br /> (i) "Customer Personnel" means any officers, employees, partners, members, owners, agents, or
<br /> affiliates of the Customer(including any third party to whom the Customer has outsourced all or
<br /> part of its operations).
<br /> Q) "Customer Project Manager" means the person authorized by the Customer to serve as the
<br /> primary point of contact for project management with GUARDIAN RFID as specified in Section
<br /> 14(b).
<br /> (k) "Customer's Third-Party Hardware" means any hardware, equipment, and other tangible items
<br /> used by the Customer that is not specified to be provided by GUARDIAN RFID under the terms of
<br /> this Agreement, including, but not limited to, networking equipment(including Wi-Fi),
<br /> workstations, servers for third-party systems, mobile workstations, and laptops.
<br /> (I) "Customer's Third-Party Software" means any software that is not specified to be provided by
<br /> GUARDIAN RFID under the terms of this Agreement, including, but not limited to, operating
<br /> systems, Internet browsers, plug-ins, content-viewing applications, software frameworks for
<br /> downloaded content, productivity software, and enterprise software(including, but not limited to,
<br /> jail, records, offender, medication, prescription, and case management systems).
<br /> (m) "Disclosing Party" means a party to this Agreement that discloses its Confidential or Proprietary
<br /> Information to the other party to this Agreement.
<br /> (n) "Documentation" means all instructions, specifications, and other support materials generally
<br /> made available to customers relating to the operation and functionality of the Command Cloud
<br /> Subscription Services as updated from time to time by GUARDIAN RFID.
<br /> (o) "Force Maieure Event" means an occurrence beyond the reasonable control of the party affected,
<br /> including acts of governmental authorities, acts of God, material shortages, wars, riots, rebellions,
<br /> sabotage, fire, explosions, accidents, floods, strikes or lockouts of third parties,widespread
<br /> illness or pandemics, or electrical, internet, or telecommunication outage that is not caused by the
<br /> obligated party.
<br /> (p) "Go-Live" or"Goes-Live" means the use of the Command Cloud System as a live, non-test-bed
<br /> system, which can be exhibited by events such as the completion of the first real-world log entry
<br /> Command Cloud Subscription Agreement 12
<br /> ©2024 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark.
<br /> Confidential&Proprietary.(Rev. 1/2024)
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