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REV: 04-23-25 MI <br />any information or materials that are unlawful or injurious, or contain, transmit, or <br />activate any harmful code. <br />Reservation of Rights. Consultant reserves all rights not expressly granted to the <br />Department/Customer in this Agreement. Except for the limited rights and licenses <br />expressly granted under this Agreement, nothing in this Agreement grants, by <br />implication, waiver, estoppel, or otherwise, to the Department/Customer or any <br />third party any intellectual property rights or other right, title, or interest in or to the <br />intellectual property of Consultant. <br /> <br /> <br />RESTRICTIONS AND RESPONSIBILITIES <br /> <br />Software Restrictions. The City will not, nor permit or encourage any third party to, <br />directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise <br />attempt to discover or derive the source code, object code or underlying structure, <br />ideas, know-how or algorithms relevant to a Platform or any software, <br />documentation or data related to a Platform (“Software”); (ii) modify, translate, or <br />create derivative works based on a Platform or any Software; (iii) use a Platform <br />or any Software for timesharing or service bureau purposes or other computer <br />service to a third party; (iv) modify, remove or obstruct any proprietary notices or <br />labels; or (v) use any Software or a Platform in any manner to assist or take part <br />in the development, marketing or sale of a product potentially competitive with such <br />Software or Platform. <br /> <br />City Compliance. The City shall use, and will ensure that all Authorized Users use, <br />each Platform, Software, and the Services in full compliance with this Agreement. <br />Consultant may suspend the City and/or its personnel’s account and access to <br />each Platform and performance of the Services at any time and without notice if <br />Consultant believes that the City is in violation of this Agreement. Although <br />Consultant has no obligation to monitor the City’s use of a Platform, Consultant <br />may do so and may prohibit any use it believes may be (or alleged to be) in <br />violation of the foregoing. <br /> <br />Cooperation. The City shall provide all cooperation and assistance as Consultant <br />may reasonably request to enable Consultant to exercise its rights and perform its <br />obligations under, and in connection with, this Agreement, including providing <br />Consultant with such access to the City’s premises and its information technology <br />infrastructure as is necessary for Consultant to perform the Services in accordance <br />with this Agreement. <br /> <br />Training and Education. The City shall use commercially reasonable efforts to <br />cause the Department/Customer Users to be, at all times, educated and trained in <br />the proper use and operation each Platform such the Department/Customer Users <br />utilize, and to ensure that each Platform is used in accordance with applicable <br />ATTY/AGR.2025.078/Sharp (Sharp Performance) (Page 14 of 15)