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a• Cherry
<br />Bekaert
<br />Proposal for City of Santa Ana
<br />`� Cherry Bekaert
<br />Your Guide Forward
<br />Background IP, including all Intellectual Property Rights therein. If, and to the extent that, any Background
<br />IP is embodied or reflected in the Work Product, Cherry Bekaert hereby grants to Customer an
<br />irrevocable, perpetual, non-exclusive, worldwide, royalty -free, fully paid up, sublicensable right and
<br />license to use, execute, reproduce, display, perform, distribute copies of and prepare derivative works
<br />based upon such Background IP and any derivative works thereof to the extent incorporated In, combined
<br />with or otherwise necessary for the use of the Work Product solely to the extent reasonably required In
<br />connection with Customer's receipt or use of the Services.
<br />6.3. Customer Data. Unless otherwise agreed by the Parties in writing, Customer Data shall
<br />be and remain the sole and exclusive property of Customer. Customer hereby grants Cherry Bekaert and
<br />its employees, members, consultants, independent contractors, vendors, agents, representatives, and
<br />any Third -Party Service Providers and/or Technology Partners engaged by Cherry Bekaert in connection
<br />with its performance of the Services a license to use, store, record, process, transmit, maintain, and
<br />display Customer Data to the extent necessary in providing the Services. Customer covenants,
<br />represents and warrants that Customer owns or has the necessary licenses, rights, consents and
<br />permissions to use and authorize Cherry Bekaert and its employees, members, consultants, independent
<br />contractors, vendors, agents, representatives, and any Third -Parry Service Providers and/or Technology
<br />Partners engaged by Cherry Bekaert in connection with its performance of the Services to use all
<br />Customer Data in the manner contemplated under this Agreement, and to transfer and process such
<br />Customer Data as may be required by applicable law. Customer alone is responsible for the accuracy,
<br />content, currency, completeness, quality, legality and delivery of all Customer Data. If Customer Data,
<br />Confidential Information, or other materials disclosed or made available to Cherry Bekaert in connection
<br />with this Agreement may be subject to heightened protections under applicable privacy laws, data
<br />protection laws, or other applicable laws, including, but not limited to, the Health Insurance Portability and
<br />Accountability Act of 1996 (HIPAA), then Customer must notify Cherry Bekaert in advance of such
<br />disclosure or access (email acceptable). If performance of the Services requires Cherry Bekaert to
<br />process the personal data of European Union or United Kingdom residents, Customer will notify Cherry
<br />Bekaert and the Parties will work together in good faith to execute a data processing addendum covering
<br />such processing. Cherry Bekaert shall and shall use reasonable efforts to cause its employees, members,
<br />consultants, independent contractors, agents, representatives, and any Third -Party Service Providers
<br />and/or Technology Partners engaged by Cherry Bekaert in connection with its performance of the
<br />Services to implement, maintain and enforce commercially reasonable security measures to help prevent
<br />the unauthorized access, use, corruption, loss or disclosure of non-public Customer Data and Confidential
<br />Information.
<br />6.4. No License; Advertising and Publicity. Except as otherwise provided in this Agreement,
<br />no license or other right is granted by this Agreement and this Agreement shall not be construed to grant
<br />a license or other right to either Party by the other Party with respect to Confidential Information,
<br />Background IP, or Customer Data. Neither Party shall use the name or logo of or refer to the other Party
<br />directly or indirectly in any advertisement, news release, or professional or trade publication without prior
<br />written approval from the other Party; provided, however, Cherry Bekaert may use Customer's name and
<br />logo, and otherwise refer to Customer, on any customer list of Cherry Bekaert.
<br />7. Representations and Warranties. Each Party represents and warrants to the other Party that:
<br />(a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of
<br />incorporation, organization, or chartering; (b) it has the full right, power, and authority to enter into this
<br />Agreement, to grant the rights and licenses, if applicable, granted under this Agreement, and to perform
<br />its obligations under this Agreement; (c) the execution of this Agreement by its representative on the
<br />signature page hereto has been duly authorized by all necessary entity action; (d) when executed and
<br />delivered, this Agreement will constitute a legal, valid, binding and enforceable obligation, except as may
<br />be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights
<br />generally; and (e) it will comply in all material respects with applicable federal, state, local, international,
<br />3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 I P 919.782.1040 1 cbh.com
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