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Delerrok Confidential Page 5 of 21
<br />title, interest and ownership in and to the transit data (including static and real time data and material
<br />arranged in a systematic or methodical way) collected or accessible by electronic or other means by or
<br />through the TouchPass System (“Transit Data”), no matter by whom such is created by as well as any
<br />patent, trademark or copyrights associated therewith. AGENCY agrees that Delerrok retains all exclusive
<br />right, title, interest and ownership in and to the TouchPass Hosted Services and the Services, components
<br />thereof, Documentation and all derivative works, modifications, and extensions thereto (including relating
<br />to Transit Data), no matter by whom such is created by as well as any patent, trademark or copyrights
<br />associated therewith (“Delerrok IP”). In the event any Delerrok IP, does not fall within the specifically
<br />enumerated works that constitute works made for hire under the applicable copyright or patent laws,
<br />AGENCY hereby, on its own behalf and on behalf of any entity that it is contracting with, irrevocably,
<br />expressly and automatically assigns all right, title and interest worldwide in and to such works to
<br />Delerrok, including, without limitation, all copyright, patent rights, trade secrets, trademarks, moral rights
<br />and all other applicable proprietary and intellectual property rights. Subject to the terms and conditions of
<br />Section 10.4, and except for personally identifiable information of transit users (“Transit User PII”),
<br />AGENCY grants to Delerrok a worldwide, perpetual, royalty-free, non-exclusive, non-terminable license
<br />to Use the Transit Data for purposes of benchmarking, improving the TouchPass Services, as well as for
<br />appropriate purposes, and in an aggregated and anonymized fashion. These rights explicitly include
<br />commercial use. With respect to Transit User PII, Delerrok is hereby permitted to use such data in an
<br />authorized fashion as obtained from the transit users. “Use” means doing any act that is restricted by
<br />copyright or Database Rights whether in the original medium or any other; and includes without
<br />limitation distributing, copying, publicly performing, modifying, publicly displaying, and preparing
<br />derivative works of the Transit Data.
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<br />10.5 Injunctive Relief. The parties acknowledge and agree that the disclosure of Confidential
<br />Information may result in irreparable harm for which there is no adequate remedy at law. The parties
<br />therefore agree that the Disclosing Party may be entitled to an injunction in the event the receiving party
<br />violates or threatens to violate the provisions of this Section 10, and that no bond will be required. This
<br />remedy will be in addition to any other remedy available at law or equity.
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<br />13 FORCE MAJEURE
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<br /> 13.1 As used in this Agreement, a “Force Majeure Event” means an act of God, riot, civil disorder,
<br />or any other similar event beyond the reasonable control of a party, provided that the event is not caused,
<br />directly or indirectly, by such party. Notwithstanding the foregoing, no event will be considered a Force
<br />Majeure Event if and to the extent that the nonperforming party could have (1) prevented the event (or
<br />any resulting defaults or delays in performance) by taking reasonable precautions, or (2) circumvented the
<br />event (or any resulting defaults or delays in performance) through the use of alternate sources,
<br />workaround plans or other means (in the case of Delerrok, including by meeting its obligations with
<br />respect to developing, maintaining and implementing an organizational resilience program as described in
<br />this Article or an applicable Statement of Work).
<br /> 13.2 Subject to Section 13(a), and except for the obligation to pay Delerrok hereunder, payment in
<br />the case of a Force Majeure Event the nonperforming party will be excused from further performance or
<br />observance of the obligation(s) so affected for as long as such circumstances prevail and such party
<br />continues to use commercially reasonable efforts to recommence performance to whatever extent possible
<br />without delay. Any party so delayed in its performance will promptly notify the party to whom
<br />performance is due by telephone and in writing and will describe at a reasonable level of detail the
<br />circumstances causing such default or delay.
<br />DocuSign Envelope ID: 000FC59A-58C3-40A5-B7DA-3677E8179B51
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