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10.33 If the Subsystems do not pass after three (3) restarts or resumptions due to <br />an unresolved Critical or Urgent Priority software error, the City and'rriTech will develop a joint <br />resolution plan, <br />10.4 Final System Acceptance. If all Subsystems Go Live together, Final System Acceptance <br />shall occur at the conclusion of the thirty (30) day Reliability Acceptance Test Period defined above. <br />Should the Subsystems be implemented in a two - phased approach with Inform CAD, Inform Mobile <br />and related Interfaces in Phase I; and Inform RMS, Inform FBR and related Interfaces in Phase I1, <br />Final System Acceptance will be achieved at the conclusion of the thirty (30) day Subsystem <br />Reliability Acceptance test period for Phase 11 (Inform RMS, Inform FBR, and related Interfaces) if <br />there are no unresolved Critical Priority or Urgent Priority software errors, including transfer of data <br />between Inform CAD and Inform Mobile, and Inform RMS and Inform FBR as defined in the <br />Software Support Agreement. In the event of Critical or Urgent Priority software error, the steps in <br />sections 10.3.1 through 10.3.2 will be followed. <br />11.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS <br />11.1 The copyright to the Software and Documentation (including without limitation the <br />Subsystem Software and Documentation) is owned by the Vendor thereof. Said software and <br />documentation is licensed, not sold. Nothing in this Agreement shall be construed as conveying <br />title in the Software or Documentation to Client. <br />11.2 Provided that Client's confidential business information and confidential data is <br />marked with the legend "CONFIDENTIAL INFORMATION ", "PROPRIETARY <br />INFORMATION ", or a substantially similar legend, or characterized verbally in such a manner <br />by Client, TriTech agrees to maintain Client's confidential business information and confidential <br />data, including patient identifying data, to which TriTech gains access in confidence and to not <br />disclose such information except as required to perform hereunder or as required by law. <br />Notwithstanding the above, the applicable Vendor shall own the copyrights, trade secrets, patent <br />rights and other proprietary rights in and may use without restriction knowledge, information, <br />ideas, methods, know -how, and copyrightable expression learned or acquired as a result of or in <br />connection with this Agreement to make modifications and enhancements to Software or <br />Documentation. Client shall acquire no intellectual property ownership rights to Software or <br />Documentation as a result of such use, whether as author, joint author, or otherwise. <br />1.1.2.1 TriTech maintains a security program for managing access to client data — <br />particularly HIPAA and CJIS information ( "Security Approved Personnel "). This includes 1) a <br />pre - employment background check; 2) security training required by Federal CJIS regulations; and <br />3) criminal background checks /fingerprints required by Federal or State regulations. TriTech will <br />provide required documentation (such as the CJIS Security Addendum Certification form and VPN <br />documents). The same security program shall be applied to any TriTech personnel who will access <br />non - public areas at Client's facility, <br />11.2.1.1 If required by the Client, TriTech will provide paper <br />fingerprint cards for such Security Approved personnel with the fingerprinting performed in the <br />state of the TriTech staff's job assignment. If the Client requires fingerprints submitted in a form <br />Santa Arm System Plll'ehase and Support Agreement <br />Copyright © 2015 TriTech Software Systems <br />Unpublished: Rights roserved under the copyright laws of the United States <br />Page l4 of 104 <br />25B -20 <br />