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rtb-VJ,:�-1yyb db;48 P.06/13
<br /> respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute
<br /> prior to the bringing of such suit or action.
<br /> e. Entire Agreement. This Agreement including any attachments represents the entire and
<br /> integrated agreement between the County and the Provider and supersedes all prior
<br /> negotiations, representations or agreements, either written or oral This Agreement may be
<br /> amended only by written instrument signed by both parties. Modifications may be evidenced by
<br /> facsimile signatures. In the event of a conflict between the terms of this Agreement, the
<br /> Provider's Proposal and the Project Schedule, the terms of this Agreement shall control unless
<br /> the Project Schedule expressly state that its terms prevail.
<br /> f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable,
<br /> the remainder of this Agreement shall be valid and binding upon the Parties.
<br /> g. Ownership of Work Product Except as otherwise expressly stated herein, all of the right, title
<br /> and interest in all Materials and Deliverables as defined below and all patent, trademark, trade
<br /> secret, copyright and other intellectual property rights relating thereto, shall be owned solely and
<br /> exclusively by Provider_ In addition to and without limiting the foregoing, all of the following shall
<br /> be owned solely and exclusively by Provider: (i) all know-how, ideas, techniques, processes,
<br /> specifications, flow charts, algorithms and concepts employed or developed by Provider in
<br /> performing the Basic Services and (ii) all software (including all versions and releases thereof
<br /> and all improvements, patches, enhancements, upgrades, additions and modifications thereto),
<br /> programs, designs, documents, marks, names, inventions, discoveries, improvements,
<br /> developments, ideas, trade secrets, know-how, data, designs, specifications, formulae,
<br /> techniques, processes and other intellectual property, whether or not patentable or protectable
<br /> by copyright, conceived of, made, reduced to practice, devised, created,generated or developed
<br /> by Provider in the course of performance of the Services. Subject to County's full payment and
<br /> performance of all of its obligations as and when required herein, Provider hereby grants to
<br /> County a non-exclusive, non-transferable (by assignment, sublicense or otherwise), perpetual,
<br /> worldwide license to use the Deliverables (as existing on the date of delivery and not including
<br /> any subsequent modifications by Provider) for County's own internal business purpose(s),
<br /> provided, that County's license to use any software included within the Deliverables is limited to
<br /> use of such software in object code farm only'. In addition, Provider shall disclose to County
<br /> information necessary to enable County to maintain the website created by Provider. Nothing in
<br /> this Agreement shall be construed as granting County any rights in Materials. County shall not
<br /> do anything to infringe upon, harm or contest the validity of any intellectual property rights of
<br /> Provider with respect to any Materials or Deliverables, or any item of intellectual property owned
<br /> by Provider. County shall not remove or obscure any proprietary rights notices contained in or
<br /> on the Materials or Deliverables. County shall not copy, reproduce, duplicate, modify, alter, adapt
<br /> or translate the Materials or Deliverables or any part thereof in any manner without the prior written
<br /> consent of Provider. County shall not re-distribute or publish Deliverables to persons who are not
<br /> employees of County, or reverse engineer, reverse compile, decode, de-compile or disassemble
<br /> any software included within the Deliverables in any manner, or create or attempt to create, by
<br /> reverse engineering, reverse compiling, decoding, de-compiling, disassembling or otherwise, the
<br /> source code for any such software or any part thereof. Any preliminary plans, sketches, or
<br /> artwork not approved for use by the County will remain the property of the Provider. As used
<br /> herein, "Materials" means all data, documentation, memoranda, designs, drawings and work
<br /> products, including final copy and drafts, that are created, produced, prepared, designed or
<br /> provided by Provider in performing the Services hereunder. As used herein, "I]efiverables"
<br /> means documents, software or other work product delivered to County by Provider pursuant to
<br /> this Agreement
<br /> h. Confidentiality. Each party acknowledges that in the course of performance of this Agreement, it
<br /> may obtain confidential and/or proprietary information of the other party or its affiliates or
<br /> customers (whether in written, electronic or any other form, "Confidential Information"). Each
<br /> party agrees that all Confidential Information of the other party received by it, whether before or
<br /> after the date hereof, shall be and was received in strict confidence, shall be used only for
<br /> purposes of this Agreement, and shall not be disclosed by such party without the prior written
<br /> consent.of the other party, except that Provider may disclose Confidential Information to its
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