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<br />v.31621 2
<br />Reports are “works made for hire” to the extent
<br />permitted by law, and (ii) CI will not assert, and
<br />otherwise waives, any “moral rights” in the Reports and
<br />CI hereby assigns all right, title and interest in such
<br />materials to Customer and agrees to reasonably assist
<br />Customer, at Customer's expense, to perfect such
<br />interest
<br />Subject to the foregoing, CI retains all ownership and
<br />Intellectual Property Rights in and to the CI Programs,
<br />CI Products and CI Services, and in furtherance thereof,
<br />Customer may not:
<br />a. Remove or modify any proprietary marking or notice
<br />of CI’s proprietary rights;
<br />b. Make any aspect of the CI Products available in any
<br />manner to any third party for commercial use by
<br />such party;
<br />c. Modify, make derivative works from, disassemble,
<br />reverse engineer or reverse compile any part of the
<br />CI Products (the foregoing prohibition includes,
<br />without limitation, review of data structures,
<br />signatures or similar materials produced by the CI
<br />Products), or access or use the CI Products or CI
<br />Services in order to build or support, and/or assist a
<br />third party in building or supporting, products or
<br />services competitive to CI;
<br />d. Except for Reports, which may be disclosed by
<br />Customer at its sole discretion, and as required by
<br />applicable law, disclose to any third party the results
<br />of any CI Products or CI Services without CI’s prior
<br />written consent; or
<br />e. License, sell, rent, lease, transfer, assign, distribute,
<br />display, host, outsource, disclose, permit timeshare
<br />or service bureau use, or otherwise commercially
<br />exploit or make the CI Products available to any
<br />third party other than as expressly authorized under
<br />this Agreement.
<br />4. CONFIDENTIAL INFORMATION. “Confidential
<br />Information” means any and all information that is
<br />disclosed by CI to you, either directly or indirectly, in
<br />writing, orally or by inspection of tangible objects, which
<br />if disclosed in writing or tangible form is marked as
<br />“Confidential,” “Proprietary,” or with some similar
<br />designation, or if disclosed orally or by inspection or
<br />observation, is identified as being proprietary and/or
<br />confidential at the time of disclosure, or by the nature of
<br />the circumstances surrounding the disclosure should
<br />reasonably be treated as proprietary and/or confidential.
<br />Confidential Information including, without limitation,
<br />computer programs, algorithms, know-how, ideas,
<br />inventions (whether patentable or not), and other
<br />technical, business, financial, customer and product
<br />development information. By way of example,
<br />Confidential Information of CI includes information
<br />relating to the performance of the CI Products and CI
<br />Services, reliability or stability of the CI Products,
<br />operation of the CI Programs and CI Services,
<br />knowhow, techniques, processes, ideas, algorithms,
<br />and software design and architecture. As between the
<br />parties, such Confidential Information shall belong
<br />solely to CI. During and after the term of this Agreement,
<br />you shall hold in confidence and protect, and shall not
<br />use (except as expressly authorized by this Agreement)
<br />or disclose, Confidential Information to any third party.
<br />5. DATA SECURITY. During the term of this
<br />Agreement, CI shall maintain reasonable and
<br />appropriate safeguards, security measures and
<br />protocols, which in no event shall be less effective than
<br />industry-standard safeguards, security measures and
<br />protocols, designed to: (i) reasonably protect Customer
<br />Data in CI’s possession or control from unauthorized
<br />use, alteration, access or disclosure; and (ii) detect and
<br />prevent a breach of such safeguards, security measures
<br />and protocols by any unauthorized party. CI shall
<br />promptly notify Customer upon discovery of a confirmed
<br />security breach.
<br /> 6. CI PROGRAMS SERVICE LEVELS. CI will use
<br />commercially reasonable efforts to achieve the
<br />minimum availability of the CI Programs set forth in the
<br />documentation provided to Customer by CI or Reseller,
<br />as the case may be, not including Excused Downtime,
<br />and CI will monitor the availability of its systems on a
<br />24/7 basis. “Excused Downtime” means any of the
<br />following: (i) force majeure events; (ii) data transmission
<br />failures outside the control of CI; and (iii) scheduled and
<br />emergency maintenance outages. Scheduled
<br />maintenance is generally conducted between the hours
<br />of 8 p.m. Saturday and 8 a.m. Sunday, U.S. Pacific
<br />Time. Maintenance outages include, without limitation,
<br />installation of software updates and patches, service
<br />packs and routine server and application configuration
<br />changes. CI may schedule a non-routine maintenance
<br />outage on an as needed basis in its sole discretion and,
<br />except in instances of emergency maintenance, will use
<br />commercially reasonable efforts to notify Customer
<br />forty-eight (48) hours in advance of any such outage.
<br />7. WARRANTIES, DISCLAIMERS AND EXCLUSIVE
<br />REMEDIES.
<br />A. CI warrants (i) that the CI Products and the CI
<br />Services will be performed in all material respects in
<br />accordance with the applicable documentation provided
<br />by CI or Reseller, as the case may be, (ii) that the CI
<br />Programs shall be maintained and available at the
<br />service levels specified in Section 6 hereof, and (iii) that
<br />the CI Products and the CI Services will be performed in
<br />a good and workmanlike manner substantially in
<br />accordance with prevailing industry standards. If the CI
<br />Products or CI Services provided to Customer for any
<br />given calendar month during the term are not performed
<br />as warranted, Customer must provide written notice to
<br />CI no later than five (5) business days after the last
<br />calendar day of such month.
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