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,03 ShotSpotter FIex� SERVICES AGREEMENT 12
<br />or furnish, to any foreign (non- U.S.) government, foreign (non -U.S.) person or end-user, or to any U.S.
<br />person or entity, any of the ShotSpotter Flex System, Gunshot Location System components, Data,
<br />Software, Services, or any technical data or output data or direct data product thereof, or any service
<br />related thereto, in violation of any such restrictions, laws or regulations, or without all necessary
<br />registrations, licenses and or approvals. Unless otherwise agreed and so specified in the Purchase
<br />Documents, you shall obtain and bear all expenses relating to any necessary determinations,
<br />registrations, licenses and/or exemptions with respect to its exportation, re- exportation or "deemed
<br />export" of the ShotSpotter Flex System, Data, Software or any Gunshot Location System Components or
<br />Services, as well as with respect to the disclosure or furnishing of any technical data or other information
<br />and services relating to any of the same.
<br />In addition to compliance with the foregoing, and without limiting the generality thereof, Customer shall
<br />not disclose, discuss, download, ship, transfer, deliver, furnish, or otherwise export or re-export any such
<br />item(s) to or through: (a) any person or entity on the U.S Department of Commerce Bureau of Industry
<br />and Security's List of Denied Persons or Bureau of Export Administration's anti -proliferation Entity List; (b)
<br />any person on the U.S. Department of State's List of Debarred Parties; (c) any person or entity on the
<br />U.S. Treasury Department Office of Foreign Asset Control's List of Specially Designated Nationals and
<br />Blocked Persons; or (d) any other end-user or for any end-use prohibited by law or regulation, as any and
<br />all of the same may be amended from time to time, or any successor thereto.
<br />11. PROTECTION OF CONFIDENTIAL INFORMATION.
<br />Unless either party (the "Receiving Party") obtains prior written consent from the other (the "Disclosing
<br />Party"), the Receiving Party agrees that it will not reproduce, use for purposes other than those expressly
<br />permitted herein, disclose, sell, license, afford access to, distribute, or disseminate any information: i)
<br />obtained from the Disclosing Party in connection with the System purchase, installation or operation, and
<br />designated by it from time to time as confidential; ii) the documentation, use and operations manuals; and
<br />output data created or compiled by the ShotSpotter Flex System; iii) your use of the ShotSpotter Flex
<br />System or technology, your deployment methodology, results, or related facts; iv) the contractual terms
<br />and payment terms applicable to the purchase of the ShotSpotter Flex System or technology, except as
<br />required by local law (collectively, "Confidential Information"). "Confidential Information" shall be such
<br />information that is: marked "Proprietary" or "Confidential." Unless a section of the Purchase Document(s)
<br />specifically identifies the identity of Customer as Confidential Information, the fact that Customer is a
<br />Customer of SST shall not itself be considered Confidential Information, nor shall the name of any city in
<br />which the ShotSpotter Gunshot Location System is deployed be considered confidential information.
<br />Recipient's obligations under this section shall not apply to any of Discloser's Confidential Information that
<br />Recipient can document: (a) was in the public domain at or subsequent to the time such Confidential
<br />Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in
<br />Recipient's possession free of any obligation of confidence at or subsequent to the time such Confidential
<br />Information was communicated to Recipient by such Discloser; (c) was developed by employees or
<br />REV: 06-19-18 MI
<br />Page 12 of 20
<br />ATTY/AGR.2018.131 /ShotSpotter
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