Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 2 of 41 (d) “Authorized User(s)” means an employee or agent of Organization: (i) who has been authorized by Organization to access and use the Cayenta Offerings pursuant to this Agreement; and (ii) for whom access to the Cayenta Offerings has been purchased hereunder. (e) “CS Order” or “Cayenta Software Order” means the Harris order form that sets out the particulars of the Software licensed to Organization, either as a Perpetual License or as a Term License for the Subscription Term, together with the associated Support Services and Fees. Each CS Order forms part of this Agreement. (f) “CEP User(s)” means each of Organization’s customers who access and use the Customer Engagement Portal. (g) “CEP User Agreement” means the terms and conditions between Organization and CEP Users that govern CEP Users’ use of the Customer Engagement Portal and which shall be either: (i) in a form prepared by Organization, provided such form is at least as protective of Harris as the terms and conditions of this Agreement, or (ii) in a form provided by Harris, if so requested by Organization. (h) “Cayenta Offerings” means the Software and the Third-Party Products. (i) “Completion of Services” has the meaning given to it by the Professional Services Agreement. (j) “Confidential Information” means, with respect to a party hereto, all information or material which is confidential in nature or that a party treats as confidential which is disclosed by or obtained by a party in connection with this Agreement whether oral, written, graphic, or electronic and which is: (i) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (ii) known by the parties to be considered confidential, proprietary, or is confidential under federal, provincial or state law or (iii) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information of Harris shall include, without limitation, its technology, trade secrets, know-how, business operations, the Software, components related of the Software, the Documentation, and any information with respect to the Software and the Protected IP that Harris or its third-party service providers may provide to Organization from time to time, including without limitation, all information disclosed by Harris relating to the security of its facilities, computer systems, products, pricing, and the terms and conditions of this Agreement. Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to or use of the other party's Confidential Information and which such independent development can be established using evidence that would be acceptable to a court of competent jurisdiction. Confidential Information does not include Organization Data. (k) “Customer Engagement Portal” or “CEP” means the Harris self-service web portal known as “Silverblaze” which can be configured by an Authorized User to perform administrative functions and made available to CEP Users by Organization through the Internet. (l) “Data Protection Requirements” means the GDPR, Local EU/EEA Data Protection Laws, and any applicable laws, regulations, and other legal requirements relating to (i) privacy and data security; and (ii) the use, collection, retention, storage, security, disclosure, transfer, disposal, and other processing of any personal information, as ‘personal information’ is defined by the applicable “Data