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11.2. The Licensed Program, Services and Documentation are all owned by CORE and protected by
<br />copyright and trade secret laws. Customer will take all reasonable steps necessary to protect CORE'S
<br />proprietary rights in the Licensed Program, Services and Documentation, including, but not limited
<br />to, the proper display of copyright, trademark, trade secret and other proprietary notices on any
<br />copies of the Documentation. Customer will, at its own cost and expense, protect and defend CORE's
<br />ownership of the Licensed Program, Services and Documentation against all claims, liens and legal
<br />processes of Customer's creditors and will keep the Licensed Program, Services and Documentation
<br />free and clear of all such claims, liens and processes. Customer will hold the Licensed Program,
<br />Services and Documentation in strictest confidence and will not disclose or publish it, or any part of
<br />it, to others, except as specifically provided herein. Customer will exercise at least the same degree
<br />of care in protecting the Licensed Program, Services and Documentation as it would exercise to
<br />safeguard the confidentiality of its own computer software. Notwithstanding the foregoing, CORE
<br />acknowledges that Customer is subject to the disclosure requirements of the California Public
<br />Records Act and the Brown Act, provided, however, that Customer will apply exceptions to such laws
<br />to the extent legally permissible to protect the proprietary information of CORE. Customer will notify
<br />CORE of any such request of disclosure prior to releasing CORE's confidential and proprietary
<br />Licensed Program, Services and Documentation.
<br />11.3. Notwithstanding any other provision of this Agreement, Customer and/or Customer Users, as
<br />appropriate, retain all right, title, and interest in and to the Confidential Information provided by
<br />Customer and/or Customer Users. Neither CORE, nor any successor or entity to which CORE's assets
<br />are sold, acquires rights in the Confidential Information, other than the rights Customer grants to
<br />CORE to perform the work contemplated in this Agreement. If CORE becomes subject to dissolution
<br />or insolvency, Customer's and Customer Users' Confidential Information will not be considered an
<br />asset or property of CORE. Customer reserves the right to demand the prompt return of any
<br />Confidential Information at any time and for any reason whatsoever. The disclosure of Confidential
<br />Information to CORE shall not be construed as a grant of any right or license with respect to the
<br />information other than for the purposes set forth in this Agreement.
<br />12. MISCELLANEOUS PROVISIONS
<br />12.1. Force Maieure. CORE shall not be liable for failure to deliver or delays in delivery occasioned by
<br />causes beyond CORE's control including, without limitation, fires, embargoes, war (or other
<br />outbreaks of hostility), governmental acts and regulations, receipt of orders from all sources in excess
<br />of its suppliers' then -scheduled production capacity, and other causes beyond CORE's control.
<br />12.2. Waiver. No waiver by either party of any breach or violation of any covenant, term, condition, or
<br />provision of this Agreement or of the provisions of any ordinance or law, shall be construed to waive
<br />any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or
<br />violation of the same.
<br />12.3. Purchase of Additional Services and Third -Party Products.
<br />12.3.1. Throughout the Agreement Term, CORE may make available to the Customer services and
<br />third party products that (i) relate to or enhance the Licensed Program being developed or
<br />offered by the third -party provider of the solution, and (ii) are within CORE's authority and
<br />capacity to resell on behalf of the third party. Customer acknowledges that (i) its purchase of
<br />such products and services may be subject to specific terms and conditions required by CORE
<br />and the Third Party providers, and (ii) unless specifically incorporated into the order form for
<br />such products and services, the terms and conditions of this Agreement shall not apply to
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<br />ATTY/AGR/2019.118.1/CHERRYROAD ERP IMPLEMENTATION SERVICES - COREBT SOFTWARE LICENSE AGR
<br />REV: 05-28-19 PR
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