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Page 3 <br />Agreement. All Software and Documentation remains the property of the Licensor. <br />Licensee agrees to not make unauthorized copies of the Software and Documentation. <br /> <br />Licensee maintains full and irrevocable rights to data and images maintained within the <br />system. Licensee has the authority to convert this data to a different system at the <br />Licensee’s sole discretion. <br /> <br />7. Proprietary Rights <br />Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other <br />intellectual property rights of whatever nature in the Software or Documentation are and <br />shall remain the property of the Licensor, and nothing in this Agreement should be <br />construed as transferring any aspect of such rights to the Licensee. <br /> <br />8. Confidentiality <br /> <br />8.1 Confidential Information <br />“Confidential Information”, shall mean the Software and associated <br />Documentation. Licensee acknowledges the confidential and proprietary nature <br />of the Confidential Information and agrees that, subject to the North Carolina <br />public records laws, it shall not reveal or disclose any Confidential Information <br />for any purpose to any other person, firm, corporation, or other entity, other than <br />office or county employees with a need to know such confidential information to <br />perform employment responsibilities consistent with Licensee’s rights under this <br />Agreement. Licensee shall safeguard and protect the Confidential Information <br />from theft, piracy, or unauthorized access in a manner at least consistent with the <br />protections Licensee uses to protect its own most confidential information. Should <br />the Licensee receive a request for information concerning the Software or <br />Documentation, the Licensee shall notify the Licensor. Should any request seek <br />information which the Licensor believes is "Confidential Information" but which <br />the Licensee in good faith believes is a public record under North Carolina law, <br />the Licensor shall have the right to defend any action brought against the Licensee <br />seeking disclosure of such information. <br /> <br />8.2 Unauthorized Disclosure <br />Licensee shall notify Licensor immediately upon discovery of any prohibited use <br />or disclosure of Confidential Information, or any other breach of confidentiality <br />and shall fully cooperate with the efforts of Licensor to regain possession of the <br />Confidential Information and to prevent the further prohibited use or disclosure of <br />the Confidential Information. <br /> <br />9. Warranty <br /> <br />9.1 Operation <br />Licensor represents to Licensee that: (1) during the Agreement Period, the <br />Software shall operate without any Errors; and (2) upon notification to Licensor <br />during the Agreement Period of any errors, Licensor will, during its normal <br />13