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Sourcewell contract
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2021-10-19 10:00 AM - Commissioners' Agenda
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Sourcewell contract
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Entry Properties
Last modified
11/24/2021 8:42:53 AM
Creation date
11/24/2021 8:41:43 AM
Metadata
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Template:
Meeting
Date
10/19/2021
Meeting title
Commissioners' Agenda
Location
Commissioners' Auditorium
Address
205 West 5th Room 109 - Ellensburg
Meeting type
Regular
Meeting document type
Fully Executed Version
Supplemental fields
Alpha Order
f
Item
Request to Approve a Contract between Kittitas County and Sourcewell Contract Number RFP#010720
Order
6
Placement
Consent Agenda
Row ID
82499
Type
Contract
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DocuSign Envelope lD: 55B85E9C-C664-43ED-90F6-9BB8271 5E28D <br />AAXON Master Services and Purchasing Agreement <br />4 <br />any claim that such actions violate any applicable law or third party right. Although Flock <br />has no obligation to monitor Customer's use of the Flock Services, Flock may do so and <br />may prohibit any use of the Services it believes may be (or alleged to be) in violation of the <br />foregoing. <br />Confidentialitv: Data. Feedback: Aqoreqated Statistics.4.1 Customer and Non-Customer End User Data. As between Flock and Customer, all right, <br />title and interest in the Customer Data and Non-Customer End User Data, belong to and <br />are retained solely by Customer. Gustomer hereby grants to Flock a limited, non-exclusive, <br />royalty-free, worldwide license to use the Customer Data and Non-Customer End User <br />Data and perform all acts with respect to the Customer Data and Non-Customer End User <br />Data as may be necessary for Flock to provide the Flock Services to Customer, and a non- <br />exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, <br />reproduce, modify and distribute the Customer Data and Non-Customer End User Data as <br />a part of the Aggregated Data (as defined in Section 4.4 below). This Agreement does <br />not by itself make any Non-Customer End User Data the sole property or the Proprietary <br />lnformation of Customer. <br />4.2 Feedback. lf Customer provides any suggestions, ideas, enhancement requests, <br />feedback, recommendations or other information relating to the subject matter hereunder, <br />Customer hereby assigns (and willcause its agents and representatives to assign) to Flock <br />all right, title and interest (including intellectualproperty rights) with respect to or resulting <br />from any of the foregoing. <br />Aggregated Data. Notwithstanding anything in this Agreement to the conhary, Flock shall <br />have the right to collect and analyze data and other information relating to the provision, <br />use and performance of various aspects of the Flock Services and related systems and <br />technologies (including, without limitation, information concerning Customer Data and data <br />derived therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data <br />which has been stripped of any personal identifying information. Customer acknowledges <br />that Flock will be compiling Aggregated Data based on Customer Data and Non-Customer <br />End User Data input into the Flock Services ("Aggregated Data"). Customer hereby <br />grants Flock a non-exclusive, worldwide, perpetual, royal$-free right and license (during <br />and after the Service Term hereof) to use and distribute such Aggregated Data to improve <br />and enhance the Services and for other marketing, development, diagnostic and corrective <br />purposes in connection with the Flock Services and other Flock offerings. No rights or <br />licenses are granted except as expressly set forth herein. <br />Gonfidentiality. Each Party (the "Receiving Party") understands that the other Party (the <br />"Disclosing Party") has disclosed or may disclose business, technical or financial <br />information relating to the Disclosing Party's business (hereinafter refened to as <br />"Proprietary lnformation" of the Disclosing Party). Proprietary lnformation of Flock <br />includes non-public information regarding features, functionality and performance of the <br />Services. Proprietary lnformation of Customer includes non-public data provided by <br />Customer to Flock or collected by Flock via the Unit, including the Footage, to enable the <br />provision of the Services, which includes but is not limited to geolocation information and <br />environmental data collected by sensors built into the Units ("Gustomer Data"). The <br />Receiving Party agrees: (i) to take the same security precautions to protect against <br />disclosure or unauthorized use of such Proprietary lnformation that the party takes with its <br />own proprietary information, but in no event will the Receiving Party apply less than <br />reasonable precautions to protect such Proprietary Information, and (ii) not to use (except <br />in performance of the Services or as otherwise permitted herein) or divulge to any third <br />person any such Proprietary lnformation. Flock's use of the Proprietary lnformation may <br />include processing the Proprietary lnformation to send Customer alerts, such as when a <br />car exits Customer's neighborhood, or to analyze the data collected to identify motion or <br />4.3 <br />4.4 <br />Title: Master seryrces ano Purcnasing Agreement <br />Department: Legal <br />Version: 12.0 <br />Release Date: 12/ L8/2O2O <br />oerween Axon ano Agency <br />Page 31 of49
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