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DocuSign Envelope lD: 3377D494-96864948-851 3-808509584234 This agreement between Karpel Computer Systems lnc., a Missouri corporation, doing business as Karpel Solutions (hereinafter referred to as "Karpel Solutions") and Kittitas County, a political subdivision of the State of Washington (hereinafter referred to as "Client") is for the purposes of reviewing this proposal and to enter into this contract including the Master Terms and Conditions set forth below wherein Karpel Solutions agrees to sell licenses for its copyrighted software program known as PROSECUTORbyKarpelo (hereinafter referred to as "PbK"). 1. DEFINITIONS 1. "Confidential lnformation" means information of either Karpel Solutions or Client which is disclosed under this Agreement in oral, written, graphic, machine recognizable, electronic, sample or any other visually perceptible form by one of us to the other, and which is considered to be proprietary or trade secret by the disclosing party. Confidential lnformation of Karpel Solutions expressly includes, without limitation, the Software and Documentation. The Confidential lnformation of Client includes, without limitation, Personally ldentifiable lnformation and Client Content. Confidential lnformation shall not include information which the party receiving the information can document: (i) was in the possession of or known by it without an obligation of confidentiality prior to receipt of the information, (ii) is or becomes general public knowledge through no act or fault of the party receiving the information, (iii) is or becomes lawfully available to the receiving party from a third party without an obligation of confidentiality, or (iv) is independently developed by the receiving party without the use of any Confidential lnformation. 2. "Client Content" means all data, information, documents, and file Client uploads or inputs into PbK on the Service through the website, including, without limitation, Personally ldentifiable lnformation. 3. "Enhancements" means any specific configurations or customizations to the Software, which Client may request, and Karpel Solutions agrees in writing to provide. 4. "Documentation" means any operating instructions, specifications and other documentation related to the operation, description and function of PbK, the Service or Website provided by Karpel Solutions whether supplied in paper or electronic form. 5. "lntellectual Property" (lP) means any patents, patent applications, copyrights, mask works, trademarks, service marks, trade names, domain names, inventions, improvements (whether patentable or not), trade secrets, Confidential lnformation, moral rights, and any other intellectual property rights. 6. "Hosted" or "Hosting" means the act of providing service and access to Client Content bythe lnternet. 7. "Personally ldentifiable lnformation" (Pll) means any information that may be used to identify specific persons or individuals, which is collected by either Karpel Solutions or Client for use in conjunction with the use of PbK on HOSTEDbyKarpel. Personally ldentifiable lnformation shall be considered Confidential lnformation. Page 3 of 31