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“City Data” means all data created or in any way originating with the City, and all data that <br />is the output of computer processing of or other electronic manipulation of any data that <br />was created by or in any way originated with the City, whether such data or output is <br />stored on the City’s hardware, Vendor’s hardware or exists in any system owned, <br />maintained or otherwise controlled by the City or by Vendor. City Data includes Cardholder <br />data, including credit card account numbers, addresses, telephone numbers, CVV data, <br />and other data related to a cardholder. <br />“City Identified Contact” means the person or persons designated in writing by the City to <br />receive Security Incident or Data Breach notification. <br />“Security Incident” means the potentially unauthorized access by non-authorized persons <br />to Personal Data or Non-Public Data Vendor believes could reasonably result in the use, <br />disclosure or theft of City’s unencrypted Personal Data or Non-Public Data within the <br />possession or control of Vendor. A Security Incident may or may not turn into a Data <br />Breach. <br />Records, Documents, and Work Product <br />6. Records and Inspection. Vendor will maintain and allow inspection of all work, data, documents, <br />proceedings, and activities (collectively, “Records”) related to the Purchase Agreement for a period of three <br />(3) years from the date of final payment under this Purchase Agreement. Records will be complete, <br />accurate, and clearly identifiable. During normal business hours, Vendor will allow a representative <br />of City to examine, audit, and make transcripts or copies of Records. Nothing in this Purchase <br />Agreement will convert Records into public records, and they will be available only to City and other <br />specified public agencies. <br />7. Ownership of Documents. If the exhibits or a task order lists a document, report, or other material as an <br />item to be provided by Vendor to City (a “Deliverable”), such Deliverable will be and remain the property of <br />City. Vendor may retain one copy of any Deliverable for its internal records, but it may not use a Deliverable <br />for any other purpose without the prior written consent of City. All reports, documents, and other material <br />prepared by or on behalf of Vendor under this Purchase Agreement that are not Deliverables (collectively, <br />the "Vendor Documents") will be and remain the property of Vendor. City may request copies of Vendor <br />Documents. If Vendor agrees to provide copies of Vendor Documents, the City may use such copies in whole, <br />in part, or in modified form, for any purpose City deems appropriate. City will not owe additional <br />compensation for such use. <br />8. Copyrights. All copyrights that arise directly from the Services will be vested in City, and Vendor relinquishes <br />all claims to such copyrights in favor of City. <br />ATTY/AGR.2022.299/Axon Enterprises, Inc. (RCPD Axon Fleet Cameras) (Page 15 of 32)