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and business names ("Trademarks", which term shall include the items described in
<br />clause (viii) below); (ii) patents and any and all divisions, continuations, continuations -in -
<br />part, reissues, continuing patent applications, reexaminations or extensions thereof, any
<br />counterparts claiming priority therefrom, utility models, patents of
<br />importation/confirmation, certificates of invention, certificates of registration and like
<br />statutory rights; inventions, invention disclosures, discoveries and improvements,
<br />whether patentable or not; (iii) copyrights and works of authorship; (iv) trade secrets
<br />(including those trade secrets defined in the Uniform Trade Secrets Act and under
<br />corresponding federal, state or foreign statutory or common law), business, technical and
<br />know-how information, non-public information, and confidential information and rights to
<br />limit the use or disclosure thereof by any Person; (v) mask works; (vi) moral rights,
<br />author's rights or rights of publicity; (vii) claims, causes of action and defenses relating to
<br />the enforcement of any of the foregoing; (viii) any applications for registration of any of
<br />the foregoing, and all renewals or extensions of any of the foregoing, whether now existing
<br />or hereafter arising; and (ix) the goodwill associated with each of the foregoing. For the
<br />avoidance of doubt, "Intellectual Property Rights" includes any and all of the foregoing
<br />related to computer software, data files, Source Code, Object Code, APIs, manuals,
<br />documentation, specifications, databases or other materials or information.
<br />Notwithstanding the foregoing, "Intellectual Property" is limited to information directly
<br />related to the services and software provided by ImageTrend under this Agreement, and
<br />excludes any information provided by Client to ImageTrend.
<br />"Licensed Information" means any information pertaining to the Software, which is
<br />owned by ImageTrend and is licensed to Client. Licensed Information includes such
<br />information as input form, user manuals and user documentation, interface format and
<br />input/output format, and any other materials pertaining to the Software.
<br />"Local Travel" means travel to a destination in the Twin Cities Metro area, within 30
<br />miles of Lakeville, MN.
<br />"Materials" and "Expenses" means but is not limited to third party software licenses,
<br />physical hardware, test devices, or other items, reasonable travel expenses (including but
<br />not limited to food, lodging, and transportation), printing, delivery of materials, or any other
<br />cost reasonably incurred arising out of this Agreement.
<br />"Master Services Agreement" means this document excluding Work Orders issued
<br />from this document.
<br />"Pre -Existing Materials" means code, documentation, frameworks, development
<br />accelerators, tool sets or any other materials owned by ImageTrend and not developed
<br />as part of the services performed for Client. It may include, without limitation, Security
<br />Framework, Dashboard, ImageTrend Frameworks, Report Writer and any other tools or
<br />Intellectual Property made or used by ImageTrend unrelated to this Agreement.
<br />"Protected Health Information" means individually identifiable health information as
<br />defined by 45 CFR §160.103, as amended, implementing the Health Insurance Portability
<br />and Accountability Act of 1996 ("HIPAK).
<br />REV: 06-15-2020 PR
<br />ATTY/AGR.2020.099/ImagTrend, Inc. (Page 3 of 32)
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