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<br /> Page 3 of 31 <br /> <br />This agreement between Karpel Computer Systems Inc., a Missouri corporation, doing business as Karpel <br />Solutions (hereinafter referred to as “Karpel Solutions”) and Kittitas County, a political subdivision of the <br />State of Washington (hereinafter referred to as “Client”) is for the purposes of reviewing this proposal <br />and to enter into this contract including the Master Terms and Conditions set forth below wherein Karpel <br />Solutions agrees to sell licenses for its copyrighted software program known as PROSECUTORbyKarpel® <br />(hereinafter referred to as “PbK”). <br /> <br /> <br />1. DEFINITIONS <br /> <br />1. “Confidential Information” means information of either Karpel Solutions or Client which is <br />disclosed under this Agreement in oral, written, graphic, machine recognizable, electronic, <br />sample or any other visually perceptible form by one of us to the other, and which is considered <br />to be proprietary or trade secret by the disclosing party. Confidential Information of Karpel <br />Solutions expressly includes, without limitation, the Software and Documentation. The <br />Confidential Information of Client includes, without limitation, Personally Identifiable <br />Information and Client Content. Confidential Information shall not include information which <br />the party receiving the information can document: (i) was in the possession of or known by it <br />without an obligation of confidentiality prior to receipt of the information, (ii) is or becomes <br />general public knowledge through no act or fault of the party receiving the information, (iii) is or <br />becomes lawfully available to the receiving party from a third party without an obligation of <br />confidentiality, or (iv) is independently developed by the receiving party without the use of any <br />Confidential Information. <br /> <br />2. “Client Content” means all data, information, documents, and file Client uploads or inputs into <br />PbK on the Service through the website, including, without limitation, Personally Identifiable <br />Information. <br /> <br />3. “Enhancements” means any specific configurations or customizations to the Software, which <br />Client may request, and Karpel Solutions agrees in writing to provide. <br /> <br />4. “Documentation” means any operating instructions, specifications and other documentation <br />related to the operation, description and function of PbK, the Service or Website provided by <br />Karpel Solutions whether supplied in paper or electronic form. <br /> <br />5. “Intellectual Property” (IP) means any patents, patent applications, copyrights, mask works, <br />trademarks, service marks, trade names, domain names, inventions, improvements (whether <br />patentable or not), trade secrets, Confidential Information, moral rights, and any other <br />intellectual property rights. <br /> <br />6. “Hosted” or “Hosting” means the act of providing service and access to Client Content by the <br />Internet. <br /> <br />7. “Personally Identifiable Information” (PII) means any information that may be used to identify <br />specific persons or individuals, which is collected by either Karpel Solutions or Client for use in <br />conjunction with the use of PbK on HOSTEDbyKarpel. Personally Identifiable Information shall be <br />considered Confidential Information. <br />DocuSign Envelope ID: 3377D49A-96B6-494B-8513-80B50958A234