Orange County NC Website
<br />GUARDIAN RFID System Agreement | 2 <br /> <br />©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. <br />Confidential & Proprietary. (Rev. 7/2020) <br /> <br />(ii) visual representations concerning the Disclosing Party’s past, present or future research, <br />technology, know-how, and concepts; or <br /> <br />(iii) computer programs, software code, written documentation, products, information concerning <br />vendors, members, customers, prospective customers, employees and prospective <br />employees, market research, sales and marketing plans, distribution arrangements, financial <br />statements, financial information, financing strategies and opportunities, and business plans. <br />In addition, the term “Confidential or Proprietary Information” shall include any information <br />disclosed pursuant to any confidentiality or nondisclosure agreement entered by the parties in <br />contemplation of entering the business relationship evidenced by this Agreement. <br />(h) “Correction Notice” has the meaning provided in Section 9(c)(ii). <br />(i) “Correction Testing Period” has the meaning provided in Section 9(c)(iii). <br />(j) “Customer” has the meaning provided in the recitals. <br />(k) “Customer Indemnified Claim” has the meaning provided in Section 17(a). <br />(l) “Customer Indemnified Parties” has the meaning provided in Section 17(a). <br />(m) “Customer Information” means all Confidential or Proprietary Information disclosed by the <br />Customer to GUARDIAN RFID in connection with, in contemplation of entering, or under this <br />Agreement. <br />(n) “Customer Personnel” means any officers, employees, partners, members, owners, agents, or <br />affiliates of the Customer (including any third party to whom the Customer has outsourced all or <br />part of its operations). <br />(o) “Customer Project Manager” means the person authorized by the Customer to serve as the <br />primary point of contact for project management with GUARDIAN RFID as specified in Section <br />14(b). <br />(p) "Customer’s Third-Party Hardware” means any hardware, equipment, and other tangible items <br />used by the Customer that is not specified to be provided by GUARDIAN RFID under the terms of <br />this Agreement, including, but not limited to, networking equipment (including Wi-Fi), <br />workstations, servers for third-party systems, mobile workstations, and laptops. <br />(q) “Customer’s Third-Party Software” means any software that is not specified to be provided by <br />GUARDIAN RFID under the terms of this Agreement, including, but not limited to, operating <br />systems, Internet browsers, plug-ins, content-viewing applications, software frameworks for <br />downloaded content, productivity software, and enterprise software (including, but not limited to, <br />jail, records, offender, medication, prescription, and case management systems). <br />(r) “Defended by GUARDIAN RFID™ Seal” has the meaning provided in Section 14(o). <br />(s) “Disclosing Party” means a party to this Agreement that discloses its Confidential or Proprietary <br />Information to the other party to this Agreement. <br />(t) “Documentation” means all documentation and other materials (including manuals, instructions, <br />training materials, specifications, advertising brochures, promotional materials, flow charts, logic <br />DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D