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2025-055
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Last modified
4/21/2025 12:45:01 PM
Creation date
4/21/2025 12:43:11 PM
Metadata
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Template:
Official Documents
Official Document Type
Agreement
Approved Date
03/11/2025
Control Number
2025-055
Agenda Item Number
9.F.
Entity Name
Communications Venture Corporation INdigital, Inc.
dba INdigital
Subject
License Agreement for Next Generation 911 Core Services
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EXHIBIT A <br />GENERAL TERMS AND CONDITIONS <br />(9-1-1 SERVICES AND SOFfwARE LICENSE) <br />rates then in effect, and the terms and conditions of the <br />Agreement (including these Terms) will govern the <br />provision of any training services delivered by <br />INdigital to Customer, and (iii) will provide Customer <br />with all Maintenance Releases under the terms and <br />conditions set forth in the Software License <br />Agreement. INdigital has the sole right to determine, <br />in its discretion: (a) what constitutes an Incident; and <br />(b) when an Incident is deemed to be resolved. An <br />"Incident", as used herein and throughout these Terms, <br />means a support request that begins when Customer <br />contacts INdigital to report a specific Ensor and ends <br />when INdigital either: (a) resolves the Error; or (b) <br />determines in its sole and absolute discretion that the <br />Error cannot be resolved. INdigital will use <br />commercially reasonable efforts to resolve an <br />Incident, but does not guarantee that any Incident will <br />be resolved. <br />As set forth above, during the Term, INdigital will <br />provide Customer with all Maintenance Releases <br />(including updated Documentation) that INdigital <br />may, in its sole discretion, make generally available to <br />its licensees at no additional charge. All Maintenance <br />Releases, being provided by INdigital to Customer <br />under the Agreement, are deemed Software subject to <br />all applicable terms and conditions in the Agreement <br />(including these Terms). As part of the support and <br />maintenance to be provided by INdigital to Customer, <br />Customer will install all Maintenance Releases as soon <br />as practicable after receipt. Customer does not have <br />any right under the Agreement to receive any New <br />Versions of the Software that INdigital or any third - <br />party software provider may, in its sole discretion, <br />release from time to time. Customer may license any <br />New Version at INdigital's then -current list price and <br />subject to a separate license agreement, provided that <br />Customer is in compliance with the terms and <br />conditions of the Agreement (including these Terms). <br />5. CONFIDENTIALITY. <br />5.1. Confidential Information. In connection with <br />the Agreement each Party (as the "Disclosing Party") <br />may disclose or make available to the other Party (as <br />the "Receiving Party") Confidential Information. <br />Subject to Section 5.2 of these Terms, "Confidential <br />Information" means information in any form or <br />medium (whether oral, written, electronic or other) <br />that the Disclosing Party considers confidential or <br />proprietary, including information consisting of or <br />relating to the Disclosing Party's technology, trade <br />secrets, know-how, business operations, plans, <br />strategies, customers, and pricing, and information <br />with respect to which the Disclosing Party has <br />contractual or other confidentiality obligations, <br />whether or not marked, designated or otherwise <br />r'. TRUE COPY <br />T fFICATION ON LAST PAGE <br />,d �. BUTLER, CLERK <br />identified as "confidential". Without limiting the <br />foregoing: (a) the Software and Documentation are the <br />Confidential Information of INdigital; and (b) the <br />financial terms of the Agreement (including these <br />Terms) are the Confidential Information of INdigital. <br />5.2. Exclusions and Exceptions. Confidential <br />Information does not include information that the <br />Receiving Party can demonstrate by written or other <br />documentary records: (a) was rightfully known to the <br />Receiving Party without restriction on use or <br />disclosure prior to such information's being disclosed <br />or made available to the Receiving Party in connection <br />with the Agreement (including these Terms); (b) was <br />or becomes generally known by the public other than <br />by the Receiving Party's or any of its Representatives' <br />noncompliance with the Agreement (including these <br />Terms); (c) was or is received by the Receiving Party <br />on a non -confidential basis from a third party that was <br />not or is not, at the time of such receipt, under any <br />obligation to maintain its confidentiality; or (d) the <br />Receiving Party can demonstrate by written or other <br />documentary records was or is independently <br />developed by the Receiving Party without reference to <br />or use of any Confidential Information. <br />5.3. Protection of Confidential Information. As a <br />condition to being provided with any disclosure of or <br />access to Confidential Information, the Receiving <br />Party shall: <br />(a) not access or use Confidential <br />Information other than as necessary to exercise its <br />rights or perform its obligations under and in <br />accordance with the Agreement (including these <br />Terms); <br />(b) except as may be permitted under the <br />terms and conditions of Section 5.4 of these <br />Terms, not disclose or permit access to <br />Confidential Information other than to its <br />Representatives who: (i) need to know such <br />Confidential Information for purposes of the <br />Receiving Party's exercise of its rights or <br />performance of its obligations under and in <br />accordance with the Agreement (including these <br />Terms); (ii) have been informed of the <br />confidential nature of the Confidential <br />Information and the Receiving Party's obligations <br />under this Section 5; and (iii) are bound by written <br />confidentiality and restricted use obligations at <br />least as protective of the Confidential Information <br />as the terms set forth in this Section 5; <br />(c) safeguard the Confidential Information <br />from unauthorized use, access or disclosure using <br />at least the degree of care it uses to protect its <br />similarly sensitive information and in no event <br />
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