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<br />exclusively owns all right, title and interest in and to the Cu stomer Data and Customer’s Confidential Information, and all related
<br />intellectual property and other proprietary rights. “System Data” means data collected by Bonterra regarding the Bonterra
<br />Product that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or
<br />security of the Bonterra Product (for clarity, excluding Customer Data).
<br /> Feedback. Customer grants to Bonterra and its Affiliates a worldwide, perpetual, irrevocable, royalty‐free license to
<br />use, distribute, disclose, make and incorporate into their products and services any suggestion, enhancement request,
<br />recommendation, correction or other feedback provided by Customer or Users relating to any of Bonterra’s or its Affiliates’
<br />products or services.
<br /> Aggregated and Anonymized Data. Customer agrees that Bonterra and its Affiliates have the right to aggregate and
<br />anonymize Customer Data, such that the resulting data cannot be reverse engineered to identify a specific person, and shall be
<br />free (during and after the term hereof) to use and disclose such aggregated and anonymized data for their business purposes.
<br /> Confidentiality; Restrictions
<br /> Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance
<br />with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other
<br />party’s prior written consent, except as otherwise permitted hereunder. “Confidential Information” means (a) any information
<br />disclosed by either party that is marked or otherwise designated as confidential or proprietary; (b) any information that should
<br />be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding
<br />disclosure; and (c) the terms, including pricing, of this Agreement, the Order Form, any SOWs, and any preceding proposal
<br />documentation. Confidential Information includes, but is not limited to, technical or performance information about the
<br />Bonterra Products or the Professional Services. However, “Confidential Information” will not include any information which (a)
<br />is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction,
<br />prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another
<br />person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference
<br />to the disclosing party’s Confidential Information. Either party may disclose Confidential Information (i) to its employees and
<br />other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality
<br />obligations consistent with those of this Agreement; and (ii) as required by law (in which case the receiving party will provide
<br />the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such
<br />disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Each party
<br />agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of
<br />actual or threatened breach of the provisions of this Section 4, the non‐breaching party will be entitled to seek immediate
<br />injunctive and other equitable relief, without waiving any other rights or remedies available to it.
<br /> Technology Restrictions. Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify,
<br />create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or
<br />derive, the source code underlying any Bonterra Product; (b) attempt to probe, scan or test the vulnerability of any Bonterra
<br />Product without proper written authorization; (c) attempt to breach the security or authentication measures of any Bonterra
<br />Product without proper authorization or wilfully render any part of any Bonterra Product unusable; (d) use or access any
<br />Bonterra Product to develop a product or service that is competitive with any of Bonterra’s products or services or engage in
<br />competitive analysis or benchmarking; (e) transfer, distribute, resell, lease, license, assign or, except to Users as expressly
<br />permitted hereunder, make available to any third party any Bonterra Product; or (f) otherwise use any Bonterra Product in
<br />violation of applicable law (including any export law).
<br />4.3 Public Records. Both parties recognize and agree to adhere to North Carolina’s public records law, set forth at
<br />Chapter 132 of the North Carolina General Statutes. Bonterra agrees to indemnify and hold harmless Customer and its
<br />officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose any
<br />information.
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<br />Docusign Envelope ID: 53502A32-2113-4B4F-A111-EFACA6273E66
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