2022-191-E-Solid Waste-RUBICON GLOBAL-Pilot program for waste management rounting efficiency

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2 3.04 Duration: Rubicon will donate the Pilot Project hardware, software, and services described in sections 3.01 - 3.03, from the date such technology-enabled suite of systems is substantially implemented in the Solid Waste Vehicles and notice of completion of such implementation is provided from Rubicon to the County until the third month anniversary of such date (the “Termination Date”). Within 2 weeks of the Termination Date, the County agrees to return all donated hardware and software to Rubicon. The County’s access to Rubicon’s customized web portal shall be discontinued 6 months after the Termination Date. Notwithstanding the foregoing, any terms of this MOU, which by their explicit language or their nature, including, without limitation, the provisions of Section 3.07 and Section 3.09, shall survive Termination of this MOU. Notwithstanding the foregoing, in the event County continues to access, use or otherwise utilize any of the Pilot Project Hardware, the Pilot Project Software and Services after the Termination of this MOU, County’s use thereof shall at all times be subject to the provisions of this MOU, including, without limitation, Sections 3.05 through 3.09, below. 3.05 Liability: Rubicon assumes liability for breakage, theft, or loss of the donated Pilot Project Hardware that is not the result of gross negligence by the County, its agents or employees. Rubicon also agrees to provide reasonable maintenance for the Pilot Project Hardware for the duration of the Pilot Project, and the County agrees to provide Rubicon reasonable access to the Solid Waste Vehicles to provide such maintenance. The Parties will agree on an appropriate mechanism for the Parties to inform one another of any maintenance issues with the Pilot Project Hardware and for Rubicon to have access to the Pilot Project Hardware to provide such maintenance. 3.06 Value: It is estimated that the total value of hardware, software and services donated to the County during the Pilot Project is up to six thousand dollars and zero cents. ($6,000.00). 3.07 Intellectual Property: (a) Rubicon will retain ownership of all of its intellectual property including all intellectual property embodied in or used by the Pilot Project Hardware and Software and any other intellectual property necessary to conduct the Pilot Project. Rubicon grants the County a non-exclusive license under such intellectual property solely for the conduct of the Pilot Project for the duration of the Pilot Project. Such non- exclusive license will terminate upon completion of the Pilot Project. (b) Any intellectual property, including, but not limited to, any inventions, patents, copyrights, trade secrets, or know-how, made or acquired as a result of the Pilot Project whether solely by either of the Parties, or jointly by the Parties (“Project Intellectual Property”) will be owned by Rubicon. The County hereby assigns all right, title, and interest in any such Project Intellectual Property to Rubicon. (c) Rubicon will retain ownership of any and all data in its possession prior to commencement of the Pilot Project, or that Rubicon otherwise generates or collects after commencement of the Pilot Project, but that is unrelated to the Pilot Project (“Rubicon’s Pre-Existing Data”). The County will not be given access or any license to Rubicon’s Pre-Existing Data. (d) The County will retain ownership of data in its possession prior to commencement of the Pilot Project that it provides to Rubicon in conjunction with the Pilot Project, including, but not limited to addresses, routes, vehicle and operator identification, and/or waste services data gathered or prepared by the County (“County’s Pre- DocuSign Envelope ID: 29A48A5B-1C74-44A6-834C-7366A8E85B44