|
irrevocable, perpetual right to make, use, sell, offer for sale, import, or otherwise incorporate into the Data Products any
<br />suggestions, enhancements, recommendations or other feedback provided by Customer.
<br />5.2 No Implied License. Except for the limited license set forth in Section 2.2, and except that the
<br />Subscribed Output (not including any part of StreetLight's Confidential Information and Data Products that may be incorporated
<br />into such Subscribed Output) shall be owned by Customer, StreetLight reserves all rights in the Data Products and any related
<br />StreetLight Confidential Information or intellectual property.
<br />6. CONFIDENTIALITY.
<br />6.1 Definition.
<br />(a) "Confidential Information" means the proprietary information, technical data, trade secrets
<br />or know-how, including, but not limited to, ideas, works of authorship, research, product plans, products, services, customers,
<br />customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering,
<br />hardware configuration information, marketing, finances or other business information disclosed by a party or a party's affiliate
<br />(collectively, the "Disclosing Party") either directly or indirectly in writing, orally or by drawings or inspection of parts or
<br />equipment to the other party (the "Receiving Party").
<br />(b) Notwithstanding anything to the contrary herein, any data relating to Customer operations
<br />which is provided by Customer, will be deemed to be Confidential Information.
<br />(c) Confidential Information does not include information which (i) has become publicly known
<br />and made generally available through no wrongful act of the Receiving Party, (ii) has been rightfully received by the Receiving
<br />Party from a third party who is authorized to make such disclosure, (iii) was developed independently without the use of any
<br />Confidential Information, or (iv) was already in the Receiving Party's possession at the time of disclosure from a source other
<br />than the Disclosing Party and without any obligation of confidentiality.
<br />6.2 Non -Disclosure. Confidential Information maybe used by the Receiving Party solely for the purpose
<br />for which it is disclosed to the Receiving Party, and as permitted under this Agreement, and may not be used for any other
<br />purpose. StreetLight shall hold all data and information input by Customer or provided to StreetLight by Customer in Customer's
<br />use of the Data Products to which StreetLight has access in confidence without limitation and may not use or disclose any of it
<br />without Customer's written consent. During the term of this Agreement and for a period of five (5) years following the date of
<br />termination or expiration of this Agreement, the Receiving Party shall hold the Confidential Information in confidence and may
<br />not use or disclose the Confidential Information, except as expressly permitted herein, without the prior written consent of the
<br />Disclosing Party, which consent may not be unreasonably withheld. The Receiving Party shall take all reasonable measures to
<br />protect the Confidential Information of the Disclosing Party from becoming known to the public or falling into the possession of
<br />persons other than those Representatives authorized to have any such Confidential Information, which measures shall include
<br />the same degree of care that the Receiving Party uses to protect its own information of a similar nature, but in no event less than
<br />a reasonable degree of care. The Receiving Party may only disclose the Confidential Information to its Representatives who
<br />have a legitimate "need to know," have been advised of the obligations of confidentiality under this Agreement and are bound in
<br />writing to obligations of confidentiality to Receiving Party no less stringent than those set out in this Agreement. For purpose of
<br />this Section 6, "Representative" means, with respect to the Receiving Party, its affiliates and its and their officers, directors,
<br />stockholders, members, partners, employees, financial and other advisors, attorneys, accountants, consultants and agents.
<br />6.3 Required Disclosure. Nothing in this Agreement will prohibit the Receiving Party from disclosing
<br />Confidential Information of the Disclosing Party if legally required to do so by law, by judicial or governmental order or in a
<br />judicial or governmental proceeding ("Required Disclosure'); provided that Receiving Party shall: (a) where permitted, give the
<br />Disclosing Party reasonable notice of such Required Disclosure prior to disclosure; (b) cooperate with the Disclosing Party in
<br />the event that it elects to contest such disclosure or seek a protective order with respect thereto; and (c) in any event only disclose
<br />the exact Confidential Information, or portion thereof, specifically requested by the Required Disclosure.
<br />6.4 Equitable Relief. In the event of a breach or threatened breach of the foregoing confidentiality
<br />obligations by one Party, the other shall suffer immediate and irreparable harm for which, money damages shall be impossible
<br />to calculate and be inadequate compensation. Accordingly, either party shall be entitled to seek an injunction, restraining order
<br />or other equitable relief to enforce compliance with the provisions hereof; provided, however, that no specification herein of any
<br />particular legal or equitable remedy shall be deemed or construed to prohibit either party from seeking or obtaining any other
<br />remedy under this Agreement, at law or in equity.
<br />NO WARRANTIES.
<br />REV: 11-07-19 PR
<br />ATN/AGR./StreetLight Data, Inc. (Page 5 of 8)
<br />
|