|
<br />A‐0000000464
<br />CONFIDENTIAL 2 Rev . 03/31/2020
<br />(import/export) Subscriber Data with the Service in batch‐mode or real‐time, and (ii) consists of the “Connecter
<br />Tool”, which is a client‐side executable program installed locally on Subscriber’s computer, and the API.
<br />
<br />1.9 “Confidential Information” means any non‐public information and/or materials disclosed in writing or
<br />orally by a party under this Agreement (the “Disclosing Party”) to the other party (the “Receiving Party”), which (i) is
<br />designated in writing as confidential at the time of disclosure, or (ii) with respect to non‐public information disclosed
<br />orally, the Disclosing Party sends the Receiving Party a written notice to Receiving Party within 15 days after oral
<br />disclosure identifying the non‐public information that was disclosed as its confidential information, including when,
<br />where, how and to whom such non‐public information was disclosed. For avoidance of doubt, DSI’s Confidential
<br />Information shall include the source code, data structure, algorithms and logic of the Applications and
<br />Service. Notwithstanding the foregoing, Confidential Information shall not include any information that (i) is or
<br />becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was
<br />known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to
<br />the Disclosing Party, (iii) is received from a Third Party without breach of any obligation owed to the Disclosing Party,
<br />or (iv) was independently developed by the Receiving Party.
<br />
<br />1.10 “Content” means all of the audio and visual information, documents, content, materials, products and/or
<br />software contained in, or made available through, the Service.
<br />
<br />1.11 “Community Development Services” means the SmartGov, ATS and ASMi software application(s)
<br />subscribed to by Subscriber pursuant to the Agreement, Documentation or Order Form. For avoidance of doubt,
<br />Community Development Services applies only to Subscriber’s production instance and shall exclude all beta and
<br />early adopter programs, user interface (UI) or user experience (UX) changes, feature or functionality improvements,
<br />and enhancements where a workaround exists in production.
<br />
<br />1.12 “Documentation” means the user documentation relating to the Service, including but not limited to
<br />descriptions of the functional, operational and design characteristics of the Service.
<br />
<br />1.13 “DSI Data” means all data, information and other content provided by or on behalf of DSI Subscribers to
<br />any of the DSI Services.
<br />
<br />1.14 “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 (Pub. L. 104‐191) and all
<br />regulations promulgated thereunder (45 C.F.R. §§ 160‐164), as amended by Subtitle D of the Health Information
<br />Technology for Economic and Clinical Health Act and all regulations promulgated thereunder, as Title XIII of Division
<br />A and Title IV of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111‐5), as amended
<br />from time to time.
<br />
<br />1.15 “Implementation, Training and Support Program” or “ITSP” means DSI’s comprehensive implementation,
<br />training and support program provided to DSI’s Subscribers with respect to the Service.
<br />
<br />1.16 “Intellectual Property Rights” means all ideas, concepts, designs, drawings, packages, works of authorship,
<br />processes, methodologies, information, developments, materials, inventions, improvements, software, and all
<br />intellectual property rights worldwide arising under statutory or common law, including without limitation, all (i)
<br />patents and patent applications owned or licensable by a party hereto; (ii) rights associated with works of
<br />authorship, including copyrights, copyright applications, copyright registrations, mask work rights, mask work
<br />applications and mask work registrations; (iii) rights related to protection of trade secrets and Confidential
<br />Information; (iv) trademarks, trade names, service marks and logos; (v) any right analogous to those set forth in
<br />DocuSign Envelope ID: DD188A2F-0774-457E-8F8D-BA0FB2CABB8E
|