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<br />4. TERM. The term of this Agreement shall begin on the Effective Date and shall expire when all underlying Quotes with Client or
<br />its Affiliates have expired in accordance with the terms of such Quotes, unless terminated earlier as provided herein.
<br />5. SUSPENSION.
<br />5.1 Suspension. Everbridge may temporarily suspend Client’s access to the Solutions or any portion thereof for (i) emergency
<br />network repairs, threats to, or actual breach of network security; or (ii) any legal, regulatory, or governmental prohibition affecting the
<br />Solution. Everbridge shall use its best efforts to notify Client through its Client Portal and/or via email prior to such suspension and shall
<br />reactivate any affected portion of the Solution as soon as possible.
<br />6. PROPRIETARY RIGHTS.
<br />6.1 Grant of License. Subject to the terms and conditions of this Agreement, Everbridge hereby grants to Client, during the
<br />term of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable right to use the Solutions.
<br />6.2 Restrictions. Client shall use the Solution solely for its internal business purposes. In particular, Client’s use of the
<br />Solutions shall not include service bureau use, outsourcing, renting, reselling, sublicensing, or time-sharing. Client shall not (i) sell,
<br />transfer, assign, distribute or otherwise commercially exploit or make the Solution available to any third party except as expressly set
<br />forth herein; (ii) modify or make derivative works based upon the Solution; (iii) reverse engineer the Solution; (iv) remove, obscure or
<br />alter any proprietary notices or labels on the Solution or any materials made available by Everbridge; (v) use, post, transmit or introduce
<br />any device, software or routine (including viruses, worms or other harmful code) which interferes or attempts to interfere with the
<br />operation of the Solution; or (vi) defeat or attempt to defeat any security mechanism of any Solution.
<br />6.3 Reservation of Rights. The Solutions (including all associated computer software (whether in source code, object code,
<br />or other form), databases, indexing, search, and retrieval methods and routines, HTML, active server pages, intranet pages, and similar
<br />materials) and all intellectual property and other rights, title, and interest therein (collectively, “IP Rights”), whether conceived by
<br />Everbridge alone or in conjunction with others, constitute Confidential Information and the valuable intellectual property, proprietary
<br />material, and trade secrets of Everbridge and its licensors and are protected by applicable intellectual property laws of the United States
<br />and other countries. Everbridge owns (i) all voluntary feedback regarding the design or operation of the Services (except for the Client
<br />Data) provided to Everbridge by Users, Client and Contacts in conjunction with the Services, and (ii) all aggregated and anonymized
<br />transactional, performance, derivative data and metadata generated in connection with the Solutions, which are generally used to
<br />improve the functionality and performance of the Services. Except for the rights expressly granted to Client in this Agreement, all rights
<br />in and to the Solutions and all of the foregoing elements thereof (including the rights to any work product resulting from Professional
<br />Services and to any modification, enhancement, configuration or derivative work of the Solutions) are and shall remain solely owned
<br />by Everbridge and its respective licensors. Everbridge may use and provide Solutions and Professional Services to others that are
<br />similar to those provided to Client hereunder, and Everbridge may use in engagements with others any knowledge, skills, experience,
<br />ideas, concepts, know-how and techniques used or gained in the provision of the Solutions or Professional Services to Client, provided
<br />that, in each case, no Client Data or Client Confidential Information is disclosed thereby.
<br />7. CONFIDENTIAL INFORMATION.
<br />7.1 Definition. “Confidential Information” means all information of a Party (“Disclosing Party”) disclosed to the other Party
<br />(“Receiving Party”), whether orally, electronically, in writing, or by inspection of tangible objects (including, without limitation,
<br />documents or prototypes), that is designated as confidential or that reasonably should be understood to be confidential given the nature
<br />of the information and the circumstances of disclosure. Confidential Information includes without limitation, all Client Data, the Solutions,
<br />and either Party’s business and marketing plans, technology and technical information, product designs, reports and business
<br />processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach
<br />of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach
<br />of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed
<br />to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party.
<br />7.2 Protection. Receiving Party shall not disclose or use any Confidential Information of Disclosing Party for any purpose
<br />other than performance or enforcement of this Agreement without Disclosing Party’s prior written consent. If Receiving Party is
<br />compelled by law to disclose Confidential Information of Disclosing Party, including under the Freedom of Information Act or other
<br />public information request (i.e., “state sunshine” laws) it shall provide Disclosing Party with prior notice of such compelled disclosure
<br />(to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the
<br />disclosure. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it
<br />protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving
<br />Party shall promptly notify Disclosing Party if it becomes aware of any breach of confidentiality of Disclosing Party's Confidential
<br />Information.
<br />7.3 Upon Termination. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the
<br />confidentiality of the Disclosing Party's Confidential Information and, upon request and to the extent practicable, destroy all materials
<br />containing such Confidential Information. Notwithstanding the foregoing, either Party may retain a copy of any Confidential Information
<br />if required by applicable law or regulation, in accordance with internal compliance policy, or pursuant to automatic computer archiving
<br />and back-up procedures, subject at all times to the continuing applicability of the provisions of this Agreement.
<br />Docusign Envelope ID: 47CAD128-F700-4D8C-A318-F091771EB7B3
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