|
FIREHOUSE
<br />LAW Software`s
<br />A Xerox Solution
<br />keep confidential any information which: (i) is or becomes publicly available; (ii) is already in Xerox's
<br />possession; (iii) is independently developed by Xerox outside the scope of this Agreement; or (iv) is
<br />rightfully obtained from third parties. In addition, Xerox shall not be required to keep confidential any
<br />ideas, concepts, methodologies, inventions, discoveries, developments, improvements, know -how or
<br />techniques developed by Xerox in the course of its services hereunder.
<br />5.2 Xerox Confidential Information
<br />Customer agrees that Xerox's methodologies, tools, concepts, know -how, structures,
<br />techniques, inventions, developments, processes, discoveries, improvements, proprietary data and
<br />software programs, and any other information identified as proprietary or confidential by Xerox ,
<br />which may be disclosed to the Customer, are confidential and proprietary information ( "Xerox
<br />Confidential Information "). With respect to Xerox Confidential Information, the Customer shall keep
<br />such information confidential by using the same degree of care and discretion that it uses with similar
<br />information of its own which Customer regards as confidential. However, Customer shall not be
<br />required to keep confidential any information which: (i) is or becomes publicly available; (ii) is already
<br />in Customer's possession; (iii) is independently developed by the Customer outside the scope of this
<br />Agreement and without any reliance on Xerox Confidential Information; or (iv) is rightfully obtained
<br />from third parties.
<br />5.3 Use of Confidential Information
<br />Xerox and Customer shall use each other's confidential information only for the purposes of
<br />this Agreement and shall not disclose such confidential information to any third party, other than as set
<br />forth herein, or to each other's employees, Xerox permitted subcontractors, or Customer's permitted
<br />consultants on a need -to -know basis, without the other Party's prior written consent.
<br />6.0 INTELLECTUAL PROPERTY RIGHTS
<br />6.1 Customer Content
<br />All data created or transmitted by Customer and stored on Xerox servers as part of the
<br />Services ( "Customer Data ") shall at all times be owned by Customer. Xerox shall not own or have any
<br />interest rights in the Customer Data. Except as instructed by Customer directly or indirectly through
<br />instructions provided to the servers through Customer's use of the Xerox Software, Xerox shall treat
<br />Customer Data as Customer Confidential Information. Xerox will upon (i) request of Customer at any
<br />time, and (ii) the cessation of all Termination /Expiration Assistance, promptly return to Customer, in
<br />the format and on the media in use as of the date of the request, all or any requested portion of the
<br />Customer Data. Archival tapes containing any Customer Data will be used by Xerox solely for back -up
<br />purposes. Any conversion of data for porting to other applications will not be provided under this
<br />contract.
<br />6.2 Proprietary Rights of Xerox
<br />All materials, including but not limited to any computer software (in object code and source
<br />code form), data or information developed or provided by Xerox or its suppliers under this Agreement,
<br />and any know -how, methodologies, equipment, or processes used by Xerox to provide the Services to
<br />Customer, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other
<br />A Xerox Solution — North Olmsted Fire Department
<br />FIREHOUSE Software Agreement Agreement for Hosting Services - Confidential
<br />
|