Agmt19 HdL Software, LLC - Laserfiche WebLink

Browse Search

Agreement for HdL Services Exhibit C— General Terms and Conditions EXHIBIT C GENERAL TERMS AND CONDITIONS 1. OWNERSHIP OF MATERIALS, CONFIDENTIALITY. a. Software License. HdL hereby provides a license to CITY to use HdL's software while the associated service is in effect through this Agreement. The software shall only be used by CITY. CITY shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said software. The license granted hereunder shall not imply ownership by City of said software, rights of CITY to sell said software, or rights to use said software for the benefits of others. This license is not transferable. City shall not create any derivative work or product based on or derived from the Software or documentation or modify the Software or documentation without the prior written consent of HdL. In the event of a breach of this provision (And without limiting HdL's remedies), said modification, derivative work or product based on the Software or documentation is hereby deemed assigned to HdL. Upon termination, the software license shall expire, all copies of the software shall be removed from CITY's computers and network and all digital copies deleted or otherwise destroyed. b. Agency Data. HdL acknowledges that the data provided by CITY ("Agency Data") during the course of this Agreement is the property of CITY. City authorizes HdL to access, import, process and generate reports from the Agency Data with its various proprietary systems. No Agency Data will be shared by HdL with any other party without written permission from CITY. At the termination of this Agreement the Agency Data will be made available to CITY in a format acceptable to both CITY and HdL. c. Consultant Proprietary Information. As used herein, the term "proprietary information" means any information which relates to HdL's software systems, audit processes or related services, techniques, or general business processes. Unless otherwise required by law, City shall hold in confidence and shall not disclose to any other party any HdL proprietary information in connection with this Agreement, or otherwise learned or obtained from HdL in connection with this Agreement. The obligations imposed by this Paragraph shall survive any expiration or termination of this Agreement. The terms of this section shall not apply to any information that is public information. d. Public Records Act. Notwithstanding anything to the contrary in this Agreement, HdL acknowledges that City is a public agency subject to disclosure requirements on the California Public Records Act ("CPRA"). In the event of a request for information under the CPRA marked by HdL as "proprietary information," City will make reasonable efforts to provide notice to HdL prior to such disclosure, allowing enough time for HdL to seek a protective order, injunctive relief, or other appropriate remedy. If HdL contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required, at its own, cost, liability, and expense to obtain a protective order, injunctive relief or other appropriate remedy from a court having jurisdiction over the matter at least two (2) days before City's deadline to respond to the CPRA request. If HdL fails to obtain such a remedy before the deadline for City's response to the CPRA request, City will disclose the requested information and shall not be liable or responsible for such disclosure. 2. DATA PROTECTION. a. Compliance with Legal Requirements. HdL shall comply with all federal, state and local laws and regulations related to Agency Data, including but not limited to storage, transmission and security. REV: 02-28-19 PR ATTY/AGR.2019.049/HDL Prime Business License & TOT Software