Common use of County Data Clause in Contracts

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files, including user data generated from the Work Product, or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract or created, generated or modified by County or by Contractor through the performance of this Contract or use of Contractor’s system, including all intellectual property rights in or pertaining to the same, (“County Data”) is owned solely and exclusively by County and remains at all times the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as County Data. As between the Parties, County owns all right, title, and interest in, and all intellectual property rights in and to, all County Data. County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract pursuant to Paragraph 17. Termination - Orderly. In addition, within forty-eight (48) hours of County’s request, Contractor must provide County a copy of any County Data, reports and other documents or materials created by or obtained from County being held by Contractor under this Contract. Further, all documents, data, studies, reports, work product, or product created exclusively for County as a result of the performance of the Contract constitutes the property of County. Contractor irrevocably assigns, transfers and conveys to County all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables. Contractor represents and warrants that County shall acquire good and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party. It shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at Contractor’s expense. At County’s request, Contractor will execute and deliver such instruments and take such other action as may be requested by County to establish, perfect or protect County’s rights in and to the deliverables and to carry out the assignments, transfers and conveyances set forth in this Contract. In the event of disaster or catastrophic failure that results in significant County Data loss or extended loss of access to County Data or services, Contractor must notify County by fastest means available and in writing, within twenty-four (24) hours after Contractor Contractor must inform County of the scale and quantity of County Data loss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with Cou Contractor must cooperate fully with During the performance of the Contract, Contractor is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage must be restored at the expense of Contractor.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files, including user data generated from the Work Product, files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract and the creation or createdmodification of such materials, generated documents, data, reports, information, or other materials created or modified by County or by Contractor through the performance of this Contract or its use of Contractor’s systemthe CMMS, including all intellectual property rights in or pertaining to the same, (“County Data”) is shall be owned solely and exclusively by County and remains will at all times remain the property of County. For clarity, County Data does not include the Contractor’s Software, which is the intellectual property of Contractor. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as County Data. As Contractor acknowledges and agrees that, as between the Parties, County owns all right, title, and interest in, Orange County Information Technology Page 26 of 122 Redline_MA-017-18010489 AssetWorks, LLC Folder No.:C003855 Computerized Maintenance Management System and all intellectual property rights in and to, all County Data. Such County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of Contractor’s its duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract pursuant to Paragraph 17. Termination - OrderlyArticle 45, Orderly Termination. In addition, within forty-eight (48) hours of County’s request, Contractor must shall provide County upon reasonable request a copy of any County Data, reports and other documents or materials created by or obtained from County being held stored by Contractor under this Contract. FurtherIn addition, all documents, data, studies, reports, work product, or product created exclusively for County by Contractor or on behalf of Contractor using County Data as a result of the performance of the Contract constitutes shall constitute the property of County. Contractor irrevocably assignsExcept as required to provide the Services under this Contract, transfers and conveys to County all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables. Contractor represents and warrants that County shall acquire good and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party. It it shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at Contractor’s expense. At County’s request, Contractor will execute and deliver such instruments and take such other action as may be requested by County to establish, perfect or protect County’s rights in and to from the deliverables and to carry out the assignments, transfers and conveyances set forth in this Contract. In the event of disaster or catastrophic failure that results in significant County Data loss or extended loss of access to County Data or services, Contractor must notify County by fastest means available and in writing, within twenty-four (24) hours after Contractor Contractor must inform County of the scale and quantity of County Data loss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with Cou Contractor must cooperate fully with During the performance of the Contract, Contractor is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage must be restored current backup at the expense of Contractor, except to the extent the loss or damage is directly caused by County (i.e., County’s deletion, correction, destruction, damage, loss or failure to store any County Data), in which case, restoration will be at County’s expense.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files, including user data generated from the Work Product, files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract or created, generated or modified by County or by Contractor through the performance of this Contract or use of Contractor’s system, including all intellectual property rights in or pertaining to the same, (“County Data”) is owned solely and exclusively by County and remains at all times the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall must be treated as County Data. As between the Parties, County owns all right, title, and interest in, and all intellectual property rights in and to, all County Data. County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract pursuant to Paragraph 17. Termination - OrderlyXxxxxxxxx 00, Xxxxxxxxxxx. In addition, within forty-eight (48) hours of County’s request, Contractor must provide County a copy of any County Data, reports and other documents or materials created by or obtained from County being held by Contractor under this Contract. Further, all documents, data, studies, reports, work product, or product created exclusively for County as a result of the performance of the Contract constitutes the property of County. Contractor irrevocably assigns, transfers and conveys to County all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables. Contractor represents and warrants that County shall acquire good and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party. It shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at Contractor’s expense. At County’s request, Contractor will execute and deliver such instruments and take such other action as may be requested by County to establish, perfect or protect County’s rights in and to the deliverables and to carry out the assignments, transfers and conveyances set forth in this Contract. In the event of disaster or catastrophic failure that results in significant County Data loss or extended loss of access to County Data or services, Contractor must notify County by fastest means available and in writing, within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the scale and quantity of County Data loss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with Cou County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, Contractor is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage must be restored at the expense of Contractor.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files, including user data generated from the Work Product, files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract or created, generated or modified by County or by Contractor through the performance of this Contract or use of Contractor’s system, including all intellectual property rights in or pertaining to the same, (“County Data”) is owned solely and exclusively by County and remains at all times the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as County Data. As between the Parties, County owns all right, title, and interest in, and all intellectual property rights in and to, all County Data. County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract pursuant to Paragraph 17. 22, Termination - Orderly. In addition, within forty-eight (48) hours of County’s request, Contractor must provide County a copy of any County Data, reports and other documents or materials created by or obtained from County being held by Contractor under this Contract. Further, all documents, data, studies, reports, work product, or product created exclusively for County as a result of the performance of the Contract constitutes the property of County. Contractor irrevocably assigns, transfers and conveys to County all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables. Contractor represents and warrants that County shall acquire good and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party. It shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at Contractor’s expense. At County’s request, Contractor will execute and deliver such instruments and take such other action as may be requested by County to establish, perfect or protect County’s rights in and to the deliverables and to carry out the assignments, transfers and conveyances set forth in this Contract. In the event of disaster or catastrophic failure that results in significant County Data loss or extended loss of access to County Data or services, Contractor must notify County by fastest means available and in writing, within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the scale and quantity of County Data loss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with Cou County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, subject to the shared responsibility as set forth in Attachment F, Section 3, Contractor is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage must be restored at the expense of Contractor.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files, including user data generated from the Work Product, files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract or created, generated or modified by County or by Contractor through the performance of this Contract or use of Contractor’s system, including all intellectual property rights in or pertaining to the same, (“County Data”) is owned solely and exclusively by County and remains at all times the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall must be treated as County Data. As between the Parties, County owns all right, title, and interest in, and all intellectual property rights in and to, all County Data. County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract pursuant to Paragraph 17. Termination - Orderly19, Termination. In addition, within forty-eight (48) hours of County’s request, Contractor must provide County a copy of any County Data, reports and other documents or materials created by or obtained from County being held by Contractor under this Contract. Further, all documents, data, studies, reports, work product, or product created exclusively for County as a result of the performance of the Contract constitutes the property of County. Contractor irrevocably assigns, transfers and conveys to County all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables. Contractor represents and warrants that County shall acquire good and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party. It shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at Contractor’s expense. At County’s request, Contractor will execute and deliver such instruments and take such other action as may be requested by County to establish, perfect or protect County’s rights in and to the deliverables and to carry out the assignments, transfers and conveyances set forth in this Contract. In the event of disaster or catastrophic failure that results in significant County Data loss or extended loss of access to County Data or services, Contractor must notify County by fastest means available and in writing, within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the scale and quantity of County Data loss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with Cou County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, Contractor is responsible for any loss or damage to this DocuSign Envelope ID: 32AC7F38-40B4-4FD7-9103-57D01A9AA5C7 material and County Data while it is in Contractor’s possession, and any such loss or damage must be restored at the expense of Contractor.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files, including user data generated from the Work Product, files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract or created, generated or modified by County or by Contractor through the performance of this Contract or use of Contractor’s system, including all intellectual property rights in or pertaining to the same, (“County Data”) is owned solely and exclusively by County and remains at all times the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall must be treated as County Data. As between the Parties, County owns all right, title, and interest in, and all intellectual property rights in and to, all County Data. County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract pursuant to Paragraph 17. Termination - Orderly19, Termination. In addition, within forty-eight (48) hours of County’s request, Contractor must provide County a copy of any County Data, reports and other documents or materials created by or obtained from County being held by Contractor under this Contract. Further, all documents, data, studies, reports, work product, or product created exclusively for County as a result of the performance of the Contract constitutes the property of County. Contractor irrevocably assigns, transfers and conveys to County all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables. Contractor represents and warrants that County shall acquire good and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party. It shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at Contractor’s expense. At County’s request, Contractor will execute and deliver such instruments and take such other action as may be requested by County to establish, perfect or protect County’s rights in and to the deliverables and to carry out the assignments, transfers and conveyances set forth in this Contract. In the event of disaster or catastrophic failure that results in significant County Data loss or extended loss of access to County Data or services, Contractor must notify County by fastest means available and in writing, within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the scale and quantity of County Data loss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with Cou County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, Contractor is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage must be restored at the expense of Contractor.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files, including user data generated from the Work Product, files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract or created, generated or modified by County or by Contractor through the performance of this Contract or use of Contractor’s system, including all intellectual property rights in or pertaining to the same, (“County Data”) is owned solely and exclusively by County and remains at all times the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as County Data. As between the Parties, County owns all right, title, and interest in, and all intellectual property rights in and to, all County Data. County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract pursuant to Paragraph 17. 25, Termination - Orderly. In addition, within forty-eight (48) hours of County’s request, Contractor must provide County a copy of any County Data, reports and other documents or materials created by or obtained from County being held by Contractor under this Contract. Further, all documents, data, studies, reports, work product, or product created exclusively for County as a result of the performance of the Contract constitutes the property of County. Contractor irrevocably assigns, transfers and conveys to County all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables. Contractor represents and warrants that County shall acquire good and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party. It shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at Contractor’s expense. At County’s request, Contractor will execute and deliver such instruments and take such other action as may be requested by County to establish, perfect or protect County’s rights in and to the deliverables and to carry out the assignments, transfers and conveyances set forth in this Contract. In the event of disaster or catastrophic failure that results in significant County Data loss or extended loss of access to County Data or services, Contractor must notify County by fastest means available and in writing, within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the scale and quantity of County Data loss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with Cou County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, Contractor is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage must be restored at the expense of Contractor.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files, including user data generated from the Work Product, files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract or and created, generated or modified by County or by Contractor through the performance provision of this Contract services or use of Contractor’s systemthe Xxxxxx Core Technology, including all intellectual property rights in or pertaining to the same, same (“County Data”) is owned solely and exclusively by County and remains at all times the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall must be treated as County Data. As between the Parties, County owns all right, title, and interest in, and all intellectual property rights in and to, all County Data. County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract pursuant to Paragraph 17. Termination - Orderly21, Termination. In addition, within forty-eight (48) hours of County’s request, Contractor must provide County County, upon request, a copy of any County Data, reports and other documents or materials created by or obtained from County being held stored by Contractor under this Contract. Further, all documents, data, studies, reports, work product, or product created exclusively for County as a result of the performance of the Contract constitutes the property of County. Contractor irrevocably assigns, transfers and conveys to County all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables. Contractor represents and warrants that County shall acquire good and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party. It shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at Contractor’s expense. At County’s request, Contractor will execute and deliver such instruments and take such other action as may be requested by County to establish, perfect or protect County’s rights in and to the deliverables and to carry out the assignments, transfers and conveyances set forth in this Contract. In the event of disaster or catastrophic failure that results in significant County Data loss or extended loss of access to County Data or services, Contractor must notify County by fastest means available and in writing, within twenty-four (24) hours after Contractor Contractor must inform County of the scale and quantity of County Data loss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with Cou Contractor must cooperate fully with During the performance of the Contract, Contractor is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage must be restored at the expense of Contractor.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files, including user data generated from the Work Product, files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract or created, generated or modified by County or by Contractor through the performance of this Contract or use of Contractor’s system, including all intellectual property rights in or pertaining to the same, (“County Data”) is owned solely and exclusively by County and remains at all times the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as County Data. As between the Parties, County owns all right, title, and interest in, and all intellectual property rights in and to, all County Data. County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract pursuant to Paragraph 17. 25, Termination - Orderly. In addition, within forty-eight (48) hours of County’s request, Contractor must provide County a copy of any County Data, reports and other documents or materials created by or obtained from County being held by Contractor under this Contract. Further, all documents, data, studies, reports, work product, or product created exclusively for County as a result of the performance of the Contract constitutes the property of County. Contractor irrevocably assigns, transfers and conveys to County all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables. Contractor represents and warrants that County shall acquire good and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, or other rights or interests of Contractor or of any third party. It shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at Contractor’s expense. At County’s request, Contractor will execute and deliver such instruments and take such other action as may be requested by County to establish, perfect or protect County’s rights in and to the deliverables and to carry out the assignments, transfers and conveyances set forth in this Contract. In the event of disaster or catastrophic failure that results in significant County Data loss or extended loss of access to County Data or services, Contractor must notify County by fastest means available and in writing, within twentyforty-four eight (2448) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the scale and quantity of County Data loss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with Cou County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, Contractor is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage must be restored at the expense of Contractor.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files, including user data generated from the Work Product, files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract or created, generated and created or modified by County or by Contractor through the performance of this Contract or its use of Contractor’s systemPIMS, including all intellectual property rights Intellectual Property Rights in or pertaining to the same, (“County Data”) is shall be owned solely and exclusively by County and remains will at all times remain the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as County Data. As Contractor acknowledges and agrees that, as between the Parties, County owns all right, title, and interest in, and all intellectual property rights Intellectual Property Rights in and to, all County Data. Such County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of Contractor’s its duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract pursuant to Paragraph 17. Termination - OrderlyContract. In addition, within forty-eight (48) hours of County’s request, Contractor must shall provide County upon request a copy of any County Data, reports and other documents or materials created by or obtained from County being held stored by Contractor under this Contract. Further, all documents, data, studies, reports, work product, or product created exclusively for County as a result of As the performance of the Contract constitutes the property of County. Contractor irrevocably assigns, transfers and conveys to County all right, title and interest in and to all deliverables and all intellectual property rights and proprietary rights arising out of, embodied in, or related to such deliverables. Contractor represents and warrants Parties agree that County shall acquire good always own County Data, County expressly agrees to have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and clear title to all deliverables, free from any claims, liens, security interests, encumbrances, intellectual property rights, proprietary rights, ownership or other rights or interests right to use of Contractor or all of any third party. It shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third partyData when entered into PIMS. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at Contractor’s expense. At County’s request, Contractor will execute and deliver such instruments and take such other action as may be requested by County to establish, perfect or protect County’s rights in and to the deliverables and to carry out the assignments, transfers and conveyances set forth in this Contract. In the event of disaster or catastrophic failure that results in significant County Data loss or extended loss of access to County Data or services, Contractor must notify County by fastest means available and in writing, within twenty-four (24) hours after Contractor Contractor must inform County of the scale and quantity of County Data loss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with Cou Contractor must cooperate fully with During the performance of the Contract, Contractor is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage must be restored at the expense of Contractor. Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any County Data by County. Except for the right to access and use PIMS subject to the terms and conditions contained herein, this Contract does not confer upon County an interest in or ownership of PIMS. PIMS was developed exclusively at Contractor’s private expense. County agrees that PIMS includes, without limitation, enhancements, edits, improvements, additions, modifications and derivations thereto, and will remain the exclusive property of Contractor. Contractor will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of County with respect to PIMS in any manner and in any media, when provided by County as general feedback or as a result of Contractor’s performance under this Contract, which Contractor shall own. If in the course of the Services found in Attachment A (or any Services performed pursuant to an Amendment to this Contract), the Services results in the creation of derivative works from the PIMS or any new Contractor technology, Contractor shall own all right, title, and interest therein. For purposes of clarity, Contractor shall own all software configurations, regardless of which Party creates the configuration.