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4D <br />i <br />1. DEFINITIONS USED IN'rinS AGREEMENT. <br />means and shall include, but not be limited to, requests for proposals, request for bids, <br />requests far quotations. requests for information, requests for qualifications. annual buys, and all <br />other requests [or goods and sMtccs. <br />means the governmental entity, agency or other organization which entered into this <br />Agreement with DemandStar.com, Inc. <br />"You" or "your" — means the Agency. <br />" 1DemandStar.com," "DemandStar," "we" or "our'—means DcmandStar.com, Inc <br />Vendor means any provider of goods or services <br />"Services" — means the services provided by Demand5tar corn. Inc. to the Agency pursuant to this <br />Agreement. <br />2. OWNERSHIP OF DEVELOPMENTS. All copyrights, patents. trade secrets, or other intellectual <br />property rights associated ►with any ideas, concepts, techniques. inventions, processes, or works of <br />authorship developed or created in whole or in pail by Demand5tar.com, Inc, during the course of, or <br />in connection vvilh, providing the Services (collectively,. the "Work Product") shall belong exclusively <br />to DemandStar and shall not be considered a work made by Demand5tar for ]vire for the Agency within <br />the meaning of Title 1.7 of the United States Code. To the extent the Work Product may be considered <br />work made by DemandStar for ]tire for the Agency, the Agency agrees to assign, and automatically <br />does assign at the time of creation of the Work Product, without any requirement of further <br />consideration. any right, title, or interest the Agency may have in such Work Product to Demand5tar. <br />Upon the request of DemandStar, the Agency shall take such further actions, including cxccution and <br />dcliven, of instruments of conveyance, as may be appropriate to give full and proper effect to such <br />assignment. <br />3. PUBLIC RECORDS. Demand5tar will return to the Agency, in Its original form, the vendor list that <br />the Agency provides for the initial mailing. In addition, if required by lave, and upon written request, <br />DemandStar will provide to the Agency, in electronic or hard copy format, an up-to-date list of plan - <br />holders that have obtained RFP documents from the Agenc%, through DemandStar's services, <br />Demand5tar may assess a fee for this service as provided by law <br />4. CONFIDENTIALITY. Neither party shall copy, use, or disclose any Confidential Inrormation of the <br />other except as reasonably required to perform its duties hereunder, and shall only disclose such <br />information to those emplayccs that have a "need to know" such information to perform their duties. <br />For the purposes of this Agreement, "Confidential Information" shall mean any competitively sensitive <br />or secret business, marketing or technical information of either party Confidential Information shall <br />not include, however, information that is: (a) generally known to the public or readily ascertainable <br />from public sources (other than as a result of a breach of confidentiality by either party or any person <br />or entity associated with that party); (b) independently developed without refercuce to or reliance on <br />any Confidential Information of the other party, as demonstrated by vs itten records (which shall be <br />provided upon request), (c) previously known to the receiving party. or (d) as required by lavw <br />Page 2 n/ 5 <br />