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DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02
<br /> activities contemplated by this Agreement. All consultants assigned by and which do not contain any Confidential Information of Client
<br /> MCCi to Client will sign appropriate forms of confidentiality agreements conveyed to MCCi.Should MCCi, in performing any Services hereunder,
<br /> on or prior to their start date. use any computer program, code or other materials developed by it
<br /> "Confidential Information" means any and all confidential independently of the Services provided hereunder ("Pre-existing
<br /> information of a Party disclosed to the other Party, including, but not Work', MCCi shall retain any and all rights in such Pre-existing Work.
<br /> limited to, research, development, proprietary software, technical MCCi hereby grants Client a paid up, world-wide, non-exclusive license
<br /> information, techniques, know-how, trade secrets, processes, to use and reproduce the Pre-existing Work for its internal business
<br /> customers, employees, consultants, pricing information and financial needs.
<br /> and business information, plans and systems. Confidential Information
<br /> shall not include information which: (i) was known to the Party Client understands and agrees that MCCi may perform similar services
<br /> receiving the information (the "Recipient's prior to the time of for third Parties using the same Personnel that MCCi may use for
<br /> disclosure by the other Party(the"Disclosing Party'); (ii)at the time rendering Services for Client hereunder, subject to MCCi's obligations
<br /> of disclosure is generally available to the public or after disclosure respecting Client's Confidential Information pursuant to Section 8.
<br /> becomes generally available to the public through no breach of this
<br /> Agreement or other wrongful act by the Recipient; (iii) was lawfully 9. Data Privacy
<br /> received by Recipient from a third party without any obligation of In the event that MCCi, in the course of providing Services to Client,
<br /> confidentiality; or (iv) is required to be disclosed by law or order of a receives, stores, maintains, processes or otherwise has access to
<br /> court of competent jurisdiction or regulatory authority. "Personal Information" (as defined by the State Data Protection
<br /> Laws(defined below)and/or European Union Directives, and including,
<br /> The obligations set forth in this Section shall survive termination of this but not limited to, an individual's name and social security number,
<br /> Agreement for a period of three(3)years thereafter. driver's license number or financial number)then MCCi shall safeguard
<br /> this information in accordance with these laws. MCCi may disclose
<br /> 8. Intellectual Property Personal Information for business purposes only on a need-to-know
<br /> Unless otherwise specified in any Order, or subject to a third party basis and only to (i) MCCi Personnel, (ii) any third-party service
<br /> license agreement, title to all materials, products software, Services, providers that has agreed to safeguard Personal Information in a like
<br /> and/or Deliverables, including, but not limited to, reports, designs, manner as MCG safeguards such information, and (iii) with other
<br /> programs,specifications,documentation, manuals,visual aids,and any entities authorized to have access to such information under applicable
<br /> other materials developed and/or prepared for Client by MCCi under law or regulation. MCCi may disclose Personal Information when
<br /> any Order (whether or not such Order is completed) ("Works"), and necessary to protect its rights and property,to enforce its terms of use
<br /> all interest therein shall vest in Client and shall be deemed to be a and legal agreements, as required or permitted by law, or at the
<br /> work made for hire and made in the course of the Services rendered request of law enforcement authorities and the courts,and pursuant to
<br /> hereunder. MCCi shall retain a non-exclusive, royalty-free, world-wide, a subpoena. MCCi shall have no duty to notify Client of such
<br /> perpetual license to use, sell, modify, distribute, and create derivative compliance with law. MCCi takes reasonable and appropriate measures
<br /> works based upon any of the foregoing Works in its information to maintain the confidentiality and security of Personal Information and
<br /> technology professional services business, provided that in so doing to prevent its unauthorized use or disclosure. To the extent that MCCi
<br /> MCCi shall not use or disclose any Client Confidential Information or experiences a Security Breach as defined under the applicable State
<br /> Deliverables unique to Client. To the extent that title to any such Data Protection Laws for information generated in connection with this
<br /> Works may not, by operation of law,vest in Client or such Works may Agreement or any Order hereto, MCCi shall notify Client in writing
<br /> not be considered works made for hire, all rights, title and interest within five(5) business days of confirming the same.
<br /> therein are hereby irrevocably assigned to Client. All such Works shall
<br /> belong exclusively to Client, except as set forth herein, with Client 10. Warranty
<br /> having the right to obtain and to hold in its own name, copyrights,
<br /> registrations, or such other protection as may be appropriate to the (a) Services Warranty.
<br /> subject matter, and any extensions and renewals thereof. MCCi agrees MCCi warrants that all Services shall be performed by personnel with
<br /> to give Client and any person designated by Client, reasonable relevant skill sets and familiar with the subject matter for the Order in
<br /> assistance,at Client's expense, required to perfect the rights defined in a professional,competent,and workman-like manner.
<br /> this Section 9. Unless otherwise requested by Client, upon the
<br /> completion of the Services to be performed under each Order or upon MCCi's delivery of a Deliverable to Client shall constitute a
<br /> the earlier termination of such Order, MCCi shall promptly turn over to representation by MCCi that it has conducted a review of the
<br /> Client all Works and Deliverables developed pursuant to such Order, Deliverable and believes it meets the written specifications, if any, set
<br /> including, but not limited to, working papers, narrative descriptions, forth in the corresponding Order. Client shall then have the right to
<br /> reports and data. conduct any review of the Deliverable as Client shall deem necessary
<br /> or desirable. If Client, in its reasonable discretion, determines that any
<br /> Notwithstanding the foregoing, the following shall not constitute the submitted Services,or Deliverable does not meet the specifications,set
<br /> property of Client: (i) MCCi software, including but not limited to any forth in the applicable Order, Client shall have five (5) business days
<br /> proprietary code (source and object), or that which is subject to third- after MCQ's submission to give written notice to MCCi specifying the
<br /> party license agreements with MCCi; (ii) those portions of the deficiencies in reasonable detail. MCCi shall use reasonable efforts to
<br /> Deliverables which include information in the public domain or which promptly cure any such deficiencies. After completing any such cure,
<br /> are generic ideas, concepts, know-how and techniques within the MCCi shall resubmit the Deliverable for review as set forth above.
<br /> computer design, support and consulting business generally; and (iii) Notwithstanding the foregoing, if Client fails to reject any Deliverable
<br /> those portions of the Deliverables which contain the computer within five (5) business days, such Deliverable shall be deemed
<br /> consulting knowledge, techniques, tools, routines and sub-routines, accepted.
<br /> utilities, know-how, methodologies and information which MCCi had
<br /> prior to or acquired during the performance of its Services for Client
<br /> Last updated: August 2021 MCCi MSA Page 3 of 7
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