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Professional Services Master Agreement
<br />Kittitas County
<br />said period, the Client will release the portions of the information deemed subject to
<br />disclosure.
<br />Tieton Group assents to the procedure outlined in this paragraph and shall have no claim
<br />against the Client on account of actions taken under such procedure. Tieton Group's failure to
<br />specifically identify items as "CONFIDENTIAL", "PROPRIETARY", OR "BUSINESS SECRET"
<br />will not diminish Tieton Group's proprietary rights in its trade secrets and other confidential
<br />information provided. If Tieton Group fails to specifically label protected items, the Client will
<br />not be liable to Tieton Group for inadvertently releasing such items pursuant to a disclosure
<br />request.
<br />Tieton Group, its employees, sub -Contractors, and their employees shall maintain the
<br />confidentiality of all information provided by the Client or acquired by Tieton Group in
<br />performance of this Agreement, except upon the prior written consent of the Kittitas County
<br />Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the
<br />Client. Tieton Group shall immediately give to the Client notice of any judicial proceedings
<br />seeking disclosure of such information. Tieton Group shall indemnify and hold harmless the
<br />Client, its Additional Insured's, officials, agents or employees from all loss or expense,
<br />including, but not limited to settlements, judgments, setoffs, attorneys' fees and costs resulting
<br />from Tieton Group's breach of this provision.
<br />8. Ownership
<br />Unless otherwise specified in any Schedule, and upon payment in full, title to all materials,
<br />products and/or deliverables, including, but not limited to, reports, designs, programs,
<br />specifications, documentation, manuals, visual aids, and any other materials developed
<br />and/or prepared for Client by Tieton Group under any Schedule (whether or not such
<br />Schedule is completed), and all interest therein shall vest in Client and shall be deemed to be
<br />a work made for hire and made in the course of the services rendered hereunder. Tieton
<br />Group shall retain a non-exclusive, royalty -free, world-wide, perpetual license to use, sell,
<br />modify, distribute and create derivative works based upon any of the foregoing materials,
<br />products and/or deliverables in its information technology professional services business,
<br />provided that in so doing Tieton Group shall not use or disclose any Confidential Information
<br />unique to Client. To the extent that title to any such works may not, by operation of law, vest in
<br />Client or such works may not be considered works made for hire, all rights, title and interest
<br />therein are hereby irrevocably assigned to Client. All such materials shall belong exclusively
<br />to Client, except as set forth herein, with Client having the right to obtain and to hold in its own
<br />name, copyrights, registrations or such other protection as may be appropriate to the subject
<br />matter, and any extensions and renewals thereof. Tieton Group agrees to give Client and any
<br />person designated by Client, reasonable assistance, at Client's expense, required to perfect
<br />the rights defined in this Section 8. Unless otherwise requested by Client, upon the
<br />completion of the services to be performed under each Schedule or upon the earlier
<br />termination of such Schedule, Tieton Group shall immediately turn over to Client all materials
<br />and deliverables developed pursuant to such Schedule, including, but not limited to, working
<br />papers, narrative descriptions, reports and data.
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