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REV: 12-16-21 MI
<br />Preservation of Notices. You agree to include, and not to remove or obscure, any copyright, trademark, patent,
<br />or other notices appearing within our Web Application including any visual or printed depictions of the same.
<br />Ownership of Data. You shall at all times remain the sole and exclusive owner of Your Data, provided, however,
<br />that You grant to Us a non-exclusive royalty free license for the use of Your Data in connection with the Web
<br />Application during the Initial Term and any Renewal Term.
<br />License to Collect Data and Use Feedback. You agree that We may collect and use information gathered as part
<br />of the Web Application to improve Our technology, products, and internal processes. You grant Us a worldwide,
<br />perpetual, irrevocable, royalty-free license to use and incorporate into the Web Application any suggestion,
<br />enhancement request, recommendation, correction, or other feedback provided by You or Your Users. The
<br />foregoing license does not extend to Your Data.
<br />CONFIDENTIALITY
<br />Trade Secrets and Confidential Information. The Web Application is based on and includes Our proprietary
<br />trade secrets and confidential information. You will not modify, adapt, translate, reverse engineer, decompile,
<br />attempt unauthorized access to, or disassemble any portion of the Web Application. You will treat the Web
<br />Application with at least the same degree of care (and no less than a reasonable degree of care) as that which
<br />You would treat Your own trade secrets and confidential information. You will not disclose the terms of this
<br />Agreement or any Order Form to any third party except as required by applicable law.
<br /> Additionally, EAGLE and AGENCY hereby acknowledge and agree that in connection with the performance of the
<br />SERVICES set forth herein, EAGLE may be provided with or may otherwise be exposed to or receive certain confidential
<br />and/or proprietary information of AGENCY or of third parties and may develop certain products, services, methods, know-
<br />how, procedures, formulae, processes, specifications, and information of a similar nature that relate to the SERVICES
<br />rendered hereunder, provided, however, that EAGLE will not incorporate Your Data into any database or other derivative
<br />work. Notwithstanding the foregoing, the covenant contained in this paragraph shall not include any information that (a)
<br />becomes generally available to the public in any manner or form through no fault of EAGLE or a breach of this covenant;
<br />or (b) is independently developed by EAGLE without breach of this covenant; or (c) is rightfully received by EAGLE from a
<br />third party on a non-confidential basis or free of any duty or obligation of confidence. The obligations of confidentiality
<br />do not apply to information required to be publicly disclosed under operation of applicable laws and regulations or in
<br />defense of any claim against EAGLE.
<br />Additionally, notwithstanding the foregoing, We acknowledge and agree that YOU are a public agency subject to the
<br />disclosure requirements of the California Public Records Act (“CPRA”). If confidential and/or proprietary information is
<br />contained in documents or information submitted to YOU, WE must clearly mark such information “CONFIDENTIAL AND
<br />PROPRIETARY.” In the event of a request for such information, YOU will make best efforts to provide notice to Us prior to
<br />such disclosure. If We contend that any documents are exempt from the CPRA and wishes to prevent disclosure, We are
<br />required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in San Mateo
<br />County before You are required to respond to the CPRA request. If We fail to obtain such remedy within the time You are
<br />required to respond to the CPRA request, You may disclose the requested information.
<br />REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
<br />Our Warranties. EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED HEREIN, NEITHER PARTY MAKES ANY
<br />WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WE PROVIDE THE WEB APPLICATION
<br />ON AN “AS IS,” “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATION, WARRANTY, OR COVENANT
<br />WHATSOEVER REGARDING PERFORMANCE, FUNCTIONALITY, AVAILABILITY, ACCURACY, OR SECURITY OF THE
<br />ATTY/AGR.2021.325/Eagle Aerial Solutions (WaterView) (Page 4 of 10)
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