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DocuSign Envelope ID: 7D5B427A-5ABE-4FE3-95F2-8BF26A5A9F27
<br />expensesinclude cost of coach airfare travel round trip from the individual's location to Customer's location,
<br />reasonable hotel accommodations, ground transportation and meals.
<br />3. RESTRICTIONS AND RESPONSIBILITIES
<br />3.1 Restrictions. Customer may not use the Software Services in any manner or for any purpose other than
<br />as expressly permitted by the Agreement. Customer shall not, and shall not permit or enable any third party to:
<br />(a) use or access any of the Software Services to build a competitive product or service; (b) modify, disassemble,
<br />decom pile, reverse engineer or otherwise make any derivative use of the Software Services (except to the extent
<br />applicable laws specifically prohibit such restriction); (c) sell, license, rent, lease, assign, distribute, display, host,
<br />disclose, outsource, copy or otherwise commercially exploit the Software Services; (d) perform or disclose any
<br />benchmarking or performance testing of the Software Services; (e) remove any proprietary notices included with
<br />the Software Services; (f) use the Software Services in violation of applicable law; or (g) transfer any confidential
<br />personally identifiable information to OpenGov or the Software Services platform.
<br />3.2 Responsibilities. Customer shall be responsible for obtaining and maintaining computers and third party
<br />software systems of record (such as Customer's ERP systems) needed to connect to, access or otherwise use
<br />the Software Services. Customer also shall be responsible for: (a) ensuring that such equipment is compatible
<br />with the Software Services, (b) maintaining the security of such equipment, user accounts, passwords and files,
<br />and (c) all uses of Customer user accounts by any party other than OpenGov.
<br />4. INTELLECTUAL PROPERTY RIGHTS; LICENSE GRANTS; ACCESS TO CUSTOMER DATA
<br />4.1 Software Services. OpenGov retains all right, title, and interest in the Software Services and all Intellectual
<br />Property Rights in the Software Services. The look and feel of the Software Services, including any custom fonts,
<br />graphics and button icons, are the property of OpenGov and Customer may not copy, imitate, or use them, in
<br />whole or in part, without OpenGov's prior written consent. Subject to Customer's obligations under this Agreement,
<br />OpenGov hereby grants to Customer a non-exclusive, royalty -free license during the Term to use the Software
<br />Services.
<br />4.2 Customer Data. Customer retains all right, title, and interest in the Customer Data and all Intellectual
<br />Property Rights therein. Customer further agrees that OpenGov and its partners may use anonymized Customer
<br />Data for purposes of sales, marketing, business development, product enhancement, customer service, and data
<br />analysis. Insights gleaned from anonymized, aggregated Customer Data will belong to OpenGov..
<br />4.3 Access to Customer Data. Customer may download the Customer Data from the Software Services at
<br />any time during the Term, other than during routine software maintenance periods.
<br />4.4 Feedback. Customer hereby grants to OpenGov a non-exclusive, royalty -free, irrevocable, perpetual,
<br />worldwide license to use and incorporate into the Software Services and Documentation Customer's Feedback.
<br />OpenGov will exclusively own any improvements or modifications to the Software Services and Documentation
<br />based on or derived from any of Customer's Feedback including all Intellectual Property Rights in and to the
<br />improvements and modifications.
<br />CONFIDENTIALITY
<br />5.1 Each party (the "Receiving Party") agrees not to disclose any Confidential Information of the other party
<br />(the "Disclosing Party") without the Disclosing Party's prior written consent, except as provided below. The
<br />Receiving Party further agrees: (a) to use and disclose the Confidential Information only in connection with this
<br />Agreement; and (b) to protect such Confidential Information using the measures that Receiving Party employs
<br />with respect to its own Confidential Information of a similar nature, but in no event with less than reasonable care.
<br />Notwithstanding the above, the Receiving Party may disclose Confidential Information to the extent required by
<br />law or court order, provided that prior written notice of such required disclosure and an opportunity to oppose or
<br />limit disclosure is given to the Disclosing Party.
<br />OPENGOV SOFTWARE SERVICES AGREEMENT
<br />Indian River, FL 5/5 dp
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