Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 6 of 41 2.2 Documentation License. Harris hereby grants to Organization a non-exclusive, non-sub- licensable, non-transferable license to use the Documentation during the Term solely for the purpose of creating and using internal training materials relating to the Cayenta Offerings. 2.3 Customer Engagement Portal. A CEP User must be bound by a CEP User Agreement prior to Organization granting such CEP User Customer Engagement Portal access or use. In addition, in granting CEP Users access and use rights in respect of the Customer Engagement Portal, Organization shall: (a) comply with applicable laws, including without limitation those related to privacy and data security; (b) protect the Customer Engagement Portal from unauthorized access and use, including through implementation and maintenance of best industry standard security and privacy protection measures; (c) implement and maintain CEP User login and password protocols; (d) ensure that all credentials used by CEP Users are time-limited and will expire when no longer reasonably necessary; and (e) limit access by each CEP User to information regarding only such CEP User’s accounts. 2.4 Reservation of Rights. Harris reserves all rights not expressly granted to Organization in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Organization or any third party any intellectual property rights or other right, title, or interest in or to the Protected IP. 2.5 Third-Party Products. The Third-Party Products made available to Organization and set out in Schedule B are governed by the Pass-Through Terms or the Third-Party EULA set out in Schedule B. Organization shall comply with the most current Third-Party Terms and is responsible to review all updates and revisions of the Third-Party Terms. Unless a Third- Party Product is listed in Schedule B and its corresponding Third-Party Terms set out in an Appendix to Schedule B, then terms and conditions governing such Third-Party Product will be pursuant to a Third-Party EULA. 2.6 Condition Precedent - Statement of Work. The execution by the parties of a statement of work pursuant to the Professional Services Agreement detailing the Professional Services required to implement the Cayenta Offerings is a condition precedent to the effectiveness of this Agreement. Such statement of work shall be entered into no later than contemporaneously with the execution of this Agreement. 2.7 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Harris may monitor Organization’s use of the Software and collect and compile Aggregated Statistics. All right, title and interest in the Aggregated Statistics, and all intellectual property rights therein belong to and are retained solely by Harris. Organization acknowledges that Harris may compile Aggregated Statistics based on Organization Data input into the Cayenta Offerings. Organization agrees that Harris may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent