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Axon Agreement
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02. February
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2022-02-15 10:00 AM - Commissioners' Agenda
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Axon Agreement
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Entry Properties
Last modified
2/25/2022 2:47:58 PM
Creation date
2/25/2022 2:47:05 PM
Metadata
Fields
Template:
Meeting
Date
2/15/2022
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
r
Item
Request to Approve a Contract between Kittitas County and AXON Enterprise, Inc. for Vehicle-Based Video Evidence Systems
Order
18
Placement
Consent Agenda
Row ID
86034
Type
Agreement
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DocuSign Envelope lD: 6E39B049-F9FB-4568-8844-67D824308E87 <br />AAXON Master Services and Purchasing Agreement <br />between Axon and Agency (Online) <br />4 Sgnfidentlalitv: Data. Feedback: Aooreoated Statistic.S.4.1 Gustomer and Non-Gustomer End User Oata. Ai between Flock and Customer, all right, <br />title and interest in the Customer Data and Non-Customer End U ser Data, belong to and <br />are retained solely by Customer. Customer herebygrants 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, modi! and distribute the Customer Data and Non-Customer End User Data as <br />4.2 <br />4.3 <br />4.4 Gonfidentiality. Each Party (the *Rece iving Pafi") understands that the other Party (the"Disclosing Party") has disclosed o r may disclose business, technical or financial <br />information relating to the Disclosing Party's business (hereinafier referred to as"Proprietary Information" of the Disclosing PaO). Proprietary lnformation of Flock <br />includes non-public information regarding features, functionality and performance of theServices. Proprietary |nformation of Customer includes non-pu blic data provided by <br />Customer to Flock or collected by Flock via the Unit, i ncluding the Footage, to enable theprovision of the Services, which includes but is not Iimited to geolocation information and <br />environmental data collected by sensors built into the Units ("Customer Data '). The <br />Receiving Party agrees: (i) to take the sa me security precautions to protect against <br />disclosure or unauthorized use of such Proprietary Information that the party takes with itsown proprietary information, but in no event will the Receiving Party apply less than <br />reasonable precautions to protect such Proprietary lnformation, and (ii)not to use (except <br />in performance of the Services or as othenrise permitted herein) or divulge to any thirdperson 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 an alyze the data collected to identify motion or <br />other events. The Disclosing Party agrees that the foregoing shall not apply with respectto any information that the Receiving Party can document (a) is or becomes generally <br />available to the public, or (b) was in its possession or known by it prior to receipt from the <br />Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or(d) was independently developed without use of any Proprietary lnformation of the <br />a part of th,e Aggregated Data (as defined in Section 4.4 below). This Agreement does <br />1o-t by itself make any Non-Customer End User Data the sole pioperty orihe proprietary <br />lnformation of Customer. <br />Feedback. lf customer provides any suggestions, ideas, enhancement requests, <br />feedback, recommendations or other information relating to the subject mafter nereirnder, <br />Qys.tqmel fereby assigns (and will cause its agents and iepresentatives to assign) to Flock <br />all right, title and interest (including intellectual property rights) with respect to-or'resulting <br />from any of the foregoing. <br />Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Flock shall <br />have the right to collect and analyze data and other information retating to t-he provision, <br />use and performance of various aspects of the Flock Services and relited sysiems and <br />technologies (including, without limitation, information concerning Customer Djta and data <br />A9{v.e! therefrom). For the sake of clarity, Aggregated Data is compiled anonymous data <br />whic!.ha.s be.en stripped of any personal identifying information. Customer aclinowledges <br />that Flock will be compiling Aggregated Data based on Customer Data and Non-Custoirer <br />End User Data input into the Flock services ("Aggregated Data"). customer herebygrants Flock a non-exclusive, worldwide, perpetual, royalty-free right and license (durin! <br />and after the Service Term hereof) to use and distribute such Aggregated Data to improv6 <br />and enhance the Services and for other marketing, developmen[, diagnostic and correctivepurposes in connection with the Flock Services and other Flock offerings. No rights or <br />licenses are granted except as expressly set forth herein. <br />Disclosin from <br />Department: Legal <br />Version: 1.0 <br />Release Oatei 3/3L/202t <br />ces a <br />in this <br />n <br />will the <br />Page?9 ol 47
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