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7. Customer Obligations.
<br />7.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain,
<br />and operate in good repair all Customer Systems on or through which the Solutions are accessed or
<br />used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer
<br />Systems as is necessary for CentralSquare to perform the Support Services in accordance with the
<br />Support Standards and Specifications; and (c) provide all cooperation as CentralSquare may reasonably
<br />request to enable CentralSquare to exercise its rights and perform its obligations under and in connection
<br />with this Agreement.
<br />7.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of
<br />performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of
<br />its obligations under this Agreement.
<br />7.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited
<br />by Section 6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable
<br />and lawful measures within their respective control that are necessary to stop the activity or threatened
<br />activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any
<br />unauthorized access to the Solutions and permanently erasing from their systems and destroying any
<br />data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual
<br />or threatened activity.
<br />8. Professional Services.
<br />8.1. Compliance with Customer Policies. While CentralSquare Personnel are performing services at
<br />Customer's site, CentralSquare will ensure that such personnel comply with Customer's reasonable
<br />security procedures and site policies that are generally applicable to Customer's other suppliers providing
<br />similar services and that have been provided to CentralSquare in writing or in advance. Customer shall
<br />promptly reimburse CentralSquare for any out-of-pocket costs incurred in complying with such
<br />procedures and policies.
<br />8.2. Contributed Material. In the process of CentralSquare 's performing Professional Services, Customer
<br />may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements,
<br />works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or
<br />any other deliverables ("Contributed Material"). Customer grants to CentralSquare a nonexclusive,
<br />irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of
<br />any kind and without the right of attribution, for CentralSquare , CentralSquare 's Affiliates and
<br />CentralSquare 's licensees to make, use, sell and create derivative works of the Contributed Material.
<br />9. Confidentiality. Confidential Information. Each Party possesses certain non-public proprietary information,
<br />which has economic value and is protected with reasonable safeguards to maintain its secrecy ("Confidential
<br />Information"). Confidential Information may include, but is not limited to any financial data, business and other
<br />plans, specifications, equipment designs, electronic configurations, design information, product architecture
<br />algorithms, quality assurance plans, inventions (whether or not the subject of pending patent applications),
<br />ideas, discoveries, formulae, models, requirements, standards, trade and manufacturing secrets, drawings,
<br />samples, devices, demonstrations, technical information, as well as any and all intellectual and industrial
<br />property rights contained therein or in relation thereto. CentralSquare shall own the copyrights, trade secrets,
<br />patent rights and other proprietary rights in and may use without restriction knowledge, information, ideas,
<br />methods, know-how, and copyrightable expression learned or acquired. Confidential Information will be
<br />disclosed either: (i) in writing and conspicuously marked with a restrictive legend identifying it as being a Party's
<br />Confidential Information; or (ii) orally or visually and identified at the time of disclosure as Confidential
<br />Information and subsequently confirmed in writing by the disclosing Party within fifteen (15) days after such
<br />disclosure specifically identifying that portion of information that is Confidential Information. Customer shall not
<br />sell, transfer, publish, disclose or otherwise make available any portion of the Software or its associated
<br />documentation to others. Customer shall use its reasonable best efforts to cooperate with and assist
<br />CentralSquare in identifying and preventing any unauthorized use, copying or disclosure of the Software or any
<br />portion thereof or any of the algorithms or logic contained therein or any other deliverables.
<br />9.1. Compelled Disclosures. If CentralSquare or any of its Representatives is compelled by applicable law to
<br />disclose any Confidential Information then, to the extent permitted by law, CentralSquare shall: (a)
<br />promptly, and prior to such disclosure, notify Customer in writing of such requirement so that Customer
<br />can seek a protective order or other remedy; and (b) provide reasonable assistance to Customer in
<br />opposing such disclosure or seeking a protective order or other limitations on disclosure. If Customer
<br />waives compliance or, after providing the notice and assistance required under this Section,
<br />REV: 12-22-2020 PR
<br />ATTY/AGR.2020.307/Central Square (Page 6 of 26)
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