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25C - AGMT - MICROSOFT SOFTWARE
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01/17/2017
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25C - AGMT - MICROSOFT SOFTWARE
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Last modified
1/12/2017 4:00:49 PM
Creation date
1/12/2017 3:33:55 PM
Metadata
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City Clerk
Doc Type
Agenda Packet
Agency
Information Technology
Item #
25C
Date
1/17/2017
Destruction Year
2022
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c, Non- Microsoft software and technology; Enrolled Afiliate is solely responsible for any <br />non - Microsoft software of technology that It installs or uses with the Piotltfcis or Fixes, <br />d. Restrictions, Enrolled Affiliate must not (and must not attempt to) (1) reverse engineer; <br />decompils, or disassemble any Product or Fix, (2) install or use non4lcrosofl software or <br />technology in any way that would subject Microsoft's inteilecutal property or technology to <br />obligations beyond those included in this agreement, or (3) work around any technical <br />limitations in the Products or restrictions in Product documentation. Except as expressly <br />permitted in this agreement, Customer must not (1) separate and run pads of a Product on <br />more than one device, upgrade or downgrade pans of a Product at different limes, or transfer <br />parts of a Product separately; or ('it) distribute, sublicense, rent, lease, lend, or use any <br />Product or Fix to offer hosting services to a third party, <br />o. No transfer of ownership; reservation of eights. Products and Fixes are 'protected by <br />copyright and other Intellectual property rights laws and international ifeaties, Microsoft <br />(1) does not transfer any ownership rights in any Products or Fixes end (2) reserves all rights <br />not expressly granted lri this Agreement. <br />11. Confidentiality, <br />"Confidential Infonhaijon" is non - public information that is designated "confideptiat' or that a reasonable <br />person should understand is- confidarigat, including Customer Data, Confidential Information does not <br />include information that (a) becomes publicly available - without a breach of this agreement, (b) the <br />receiving party received tawfully'from another source without a confideritlatily obligation, (c) is <br />Indepanctontly eleveloj)ed,,or (d) is a euimrnertl or suggestion volunteered about the other party's <br />business, products or.serVlces. <br />Each patty will take reasonable steps to protect the other's Confidential information and will use the other <br />party's Confidential Information only for purposes of the parties' business relationshijc- Neither partywill <br />disclose that Confidential Information to third parties, except to its employees, Affiliates, Gontfaotots; <br />advisors and consultants ( "Representatives ") and then only on a need- to -knoW basis tinder nondisclosure <br />obligations at least as protective as this agreement. Each party remains responsible forte use-,61' the <br />Confidential information by its Representatives and, in the event of discovery of ony'unauthorized. use or <br />disclosure, must promptly notify the other party. <br />A party may disclose the other's Confidential Information if required by, law; but only after it notifies the <br />other party (if legally permissible) to enable. the outer party to seek a protective order. <br />Neither party Is required to restrict Work assignments of its Representatives who have had access to <br />Confidential Information. Each party agrees that the use of Information retained in Ropresentalhtos' <br />unaided memories in the development or cloploynent of the pa..rties' respective products orservides does <br />not create liability under this agreement or trade secret late, and each party agrees to limit what it <br />discloses to the otheraccordingly. <br />These obligations apply (i) for CustomerOata until it Is deleted from-the Online Services, and (it) for all <br />other Confidential Information, for a period of five years after the Confidential Information is received. <br />9, Privacy and Complia..ft.c. e and Laws, <br />a; Enrolled Affiliate consents to the processing of personal informationby.Midrosoft and Its <br />agents to facilitate the subject matter of this Agreement. Enrolled Aft lisle will obtain all <br />required consents from jhird parties under applicable privacy and data: protection law before <br />providing personal information to Microsoft. <br />b, Personal information collected urider this agreement (1) may be transferred, stored and <br />processed in`tile United States or any other country in which Microsoft or Its contraGiQrS <br />maintain Willies and (11) Will be subject to the privacy terms specified in the Use Rights, <br />Microsoft abides by the EU Safe Harbor and the Swiss Safe Harbor frameworks as set fo th <br />EA2016Ar(US)SLG(EN G)(Aug 2015) <br />25C -13 <br />Pa0o -% of 11 <br />DoamiantX20.120W <br />
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