Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 18 of 41 14.2 Organization Data. As between Harris and Organization, all Organization Data will remain the sole and exclusive property of Organization. Organization is solely responsible for ensuring the accuracy, quality, integrity, reliability, appropriateness and right to view and use the Organization Data. Subject to the terms and conditions of this Agreement, Organization grants to Harris a world-wide, non-exclusive, royalty-free license to access the Organization Data for the purpose of performing the Cayenta Offerings. Access to the Organization Data shall only be by Harris’ employees, agents, Affiliates and subcontractors who may require access from time to time for the Cayenta Offerings. Except as specified in this Agreement, Harris may not access the Organization Data for any other purpose without the express written consent of Organization. Access to Organization Data by any outside party shall only be in accordance with the terms of this Agreement or where required by law. Organization grants to Harris a worldwide, perpetual, royalty-free license to create monthly audit reports in respect of the Fees and derivative works from the Organization Data use, including all reports, statistics or analyses created or derived therefrom. Additionally, Organization grants Harris the right to perform statistical analysis of the Organization Data to provide feedback to Organization concerning its use of the Cayenta Offerings. ARTICLE XV CONFIDENTIAL INFORMATION 15.1 Confidential Information. The parties agree to keep confidential any and all Confidential Information with respect to the other party which it has received or may in the future receive in connection with this Agreement and shall only disclose such Confidential Information of the other party (i) to its agents, employees or representatives who have a need to know such information, for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, and who have entered into a non-disclosure agreement at least as protective of the other party’s Confidential Information as this Agreement, or (ii) to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. The parties each agree to hold the other party’s Confidential Information in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of the other party. ARTICLE XVI ORGANIZATION DATA 16.1 Organization Data and Privacy Policy of Organization. Organization represents and warrants to Harris that: (a) Organization Data that is either provided to or acquired by Harris from Organization is either owned exclusively by Organization and/or that the Organization has full right and title to provide the Organization Data to Harris; (b) Organization Data that is either provided to or acquired by Harris is subject to a n Organization privacy policy in effect as of the Effective Date and Payers have provided to Organization their written consent for its collection, use and storage by Harris and its third-party service providers in any jurisdiction in North America or such other express authorization as required by Applicable Laws;