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® GUAM NRF/D
<br />(i) technology, ideas, concepts, drawings, designs, inventions, discoveries, improvements,
<br />patents, patent applications, specifications, trade secrets, prototypes, processes, notes,
<br />memoranda, and reports; or
<br />(ii) visual representations concerning the Disclosing Party's past, present or future research,
<br />technology, know-how, and concepts; or
<br />(iii) computer programs, software code, written documentation, products, information concerning
<br />vendors, members, customers, prospective customers, employees and prospective
<br />employees, market research, sales and marketing plans, distribution arrangements, financial
<br />statements, financial information, financing strategies and opportunities, and business plans.
<br />In addition, the term "Confidential or Proprietary Information" shall include any information
<br />disclosed pursuant to any confidentiality or nondisclosure agreement entered by the parties in
<br />contemplation of entering the business relationship evidenced by this Agreement or the Prior
<br />Agreement.
<br />(f) "Customer" has the meaning provided in the recitals.
<br />(g) "Customer Indemnified Claim" has the meaning provided in Section 14(a).
<br />(h) "Customer Indemnified Parties" has the meaning provided in Section 14(a).
<br />(i) "Customer Information" means all Confidential or Proprietary Information disclosed by the
<br />Customer to GUARDIAN RFID in connection with, in contemplation of entering, or under this
<br />Agreement.
<br />Q) "Customer Personnel" means any officers, employees, partners, members, owners, agents, or
<br />affiliates of the Customer (including any third party to whom the Customer has outsourced all or
<br />part of its operations).
<br />(k) "Customer's Third -Party Hardware' means any hardware, equipment, and other tangible items
<br />used by the Customer that is not specified to be provided by GUARDIAN RFID under the terms of
<br />this Agreement, including, but not limited to, networking equipment (including Wi-Fi),
<br />workstations, servers for third -party systems, mobile workstations, and laptops.
<br />(1) "Customer's Third -Party Software" means any software that is not specified to be provided by
<br />GUARDIAN RFID under the terms of this Agreement, including, but not limited to, operating
<br />systems, Internet browsers, plug -ins, content -viewing applications, software frameworks for
<br />downloaded content, productivity software, and enterprise software (including, but not limited to,
<br />jail, records, offender, medication, prescription, and case management systems).
<br />(m) "Defended by GUARDIAN RFID TO Seal" has the meaning provided in Section 11(n).
<br />(n) "Disclosing Party" means a party to this Agreement that discloses its Confidential or Proprietary
<br />Information to the other party to this Agreement.
<br />(o) "Documentation" means all documentation and other materials (including manuals, instructions,
<br />training materials, specifications, advertising brochures, promotional materials, flow charts, logic
<br />diagrams, and other support materials) relating to the operation and functionality of the
<br />GUARDIAN RFID Software and GUARDIAN RFID OnDemand.
<br />(p) "Effective Date" has the meaning provided in the recitals.
<br />GUARDIAN RFID System Agreement Renewal 12
<br />02020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID Is a U.S. registered trademark.
<br />Confidential & Proprietary. (Rev. 7/2020)
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