Common use of County Data Clause in Contracts

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files or any County medium furnished to Contractor in performance of this Contract and created or modified by County through its use of PIMS, including all Intellectual Property Rights in or pertaining to the same, (“County Data”) shall be owned solely and exclusively by County and will at all times remain the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as County Data. Contractor acknowledges and agrees that, as between the Parties, County owns all right, title, and interest in, and all Intellectual Property Rights in and to, all County Data. Such County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of its duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract. In addition, Contractor shall provide County upon request a copy of any County Data, reports and other documents or materials created by or obtained from County being stored by Contractor under this Contract. As the Parties agree that County shall always own County Data, County expressly agrees to have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all of County Data when entered into PIMS. During the performance of the Contract, Contractor shall be responsible for any loss or damage to County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at the expense of Contractor. Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any County Data by County. Except for the right to access and use PIMS subject to the terms and conditions contained herein, this Contract does not confer upon County an interest in or ownership of PIMS. PIMS was developed exclusively at Contractor’s private expense. County agrees that PIMS includes, without limitation, enhancements, edits, improvements, additions, modifications and derivations thereto, and will remain the exclusive property of Contractor. Contractor will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of County with respect to PIMS in any manner and in any media, when provided by County as general feedback or as a result of Contractor’s performance under this Contract, which Contractor shall own. If in the course of the Services found in Attachment A (or any Services performed pursuant to an Amendment to this Contract), the Services results in the creation of derivative works from the PIMS or any new Contractor technology, Contractor shall own all right, title, and interest therein. For purposes of clarity, Contractor shall own all software configurations, regardless of which Party creates the configuration.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract and created or created, generated or modified by County or by Contractor through its the performance of this Contract or use of PIMSContractor’s system, including all Intellectual Property Rights intellectual property rights in or pertaining to the same, (“County Data”) shall be is owned solely and exclusively by County and will remains at all times remain the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall must be treated as County Data. Contractor acknowledges and agrees that, as As between the Parties, County owns all right, title, and interest in, and all Intellectual Property Rights intellectual property rights in and to, all County Data. Such County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of its Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this ContractContract pursuant to Paragraph 19, Termination. In addition, within forty-eight (48) hours of County’s request, Contractor shall must provide County upon request a copy of any County Data, reports and other documents or materials created by or obtained from County being stored held by Contractor under this Contract. As In the Parties agree event of disaster or catastrophic failure that results in significant County shall always own Data loss or extended loss of access to County DataData or services, Contractor must notify County expressly agrees to have sole responsibility for by fastest means available and in writing, within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the accuracy, quality, integrity, legality, reliability, appropriateness, scale and intellectual property ownership or right to use of all quantity of County Data when entered into PIMSloss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, Contractor shall be is responsible for any loss or damage to this DocuSign Envelope ID: 32AC7F38-40B4-4FD7-9103-57D01A9AA5C7 material and County Data while it is in Contractor’s possession, and any such loss or damage shall must be restored at the expense of Contractor. Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any County Data by County. Except for the right to access and use PIMS subject to the terms and conditions contained herein, this Contract does not confer upon County an interest in or ownership of PIMS. PIMS was developed exclusively at Contractor’s private expense. County agrees that PIMS includes, without limitation, enhancements, edits, improvements, additions, modifications and derivations thereto, and will remain the exclusive property of Contractor. Contractor will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of County with respect to PIMS in any manner and in any media, when provided by County as general feedback or as a result of Contractor’s performance under this Contract, which Contractor shall own. If in the course of the Services found in Attachment A (or any Services performed pursuant to an Amendment to this Contract), the Services results in the creation of derivative works from the PIMS or any new Contractor technology, Contractor shall own all right, title, and interest therein. For purposes of clarity, Contractor shall own all software configurations, regardless of which Party creates the configuration.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files or any County medium furnished to Contractor in the performance of this Contract and the creation or modification of such materials, documents, data, reports, information, or other materials created or modified by County through its use of PIMSthe CMMS, including all Intellectual Property Rights intellectual property rights in or pertaining to the same, (“County Data”) shall be owned solely and exclusively by County and will at all times remain the property of County. For clarity, County Data does not include the Contractor’s Software, which is the intellectual property of Contractor. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as County Data. Contractor acknowledges and agrees that, as between the Parties, County owns all right, title, and interest in, Orange County Information Technology Page 26 of 122 Redline_MA-017-18010489 AssetWorks, LLC Folder No.:C003855 Computerized Maintenance Management System and all Intellectual Property Rights intellectual property rights in and to, all County Data. Such County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of its duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this ContractContract pursuant to Article 45, Orderly Termination. In addition, Contractor shall provide County upon reasonable request a copy of any County Data, reports and other documents or materials created by or obtained from County being stored by Contractor under this Contract. As the Parties agree that In addition, all documents, data, studies, reports, work product, or product created exclusively for County shall always own County Data, County expressly agrees to have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership by Contractor or right to use on behalf of all of Contractor using County Data when entered into PIMSas a result of the performance of the Contract shall constitute the property of County. Except as required to provide the Services under this Contract, it shall be a breach of this Contract for Contractor to reproduce or use any documents, data, studies, reports, work product or product obtained from County or any documents created hereby whether such reproduction or use is for Contractor’s own purposes or for those of any third party. During the performance of the Contract, Contractor shall be responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall be restored from the current backup at the expense of Contractor. Contractor shall not be responsible , except to the extent the loss or liable for the damage is directly caused by County (i.e., County’s deletion, correction, destruction, damage, loss or failure to store any County Data by County. Except for the right to access and use PIMS subject to the terms and conditions contained herein, this Contract does not confer upon County an interest in or ownership of PIMS. PIMS was developed exclusively at Contractor’s private expense. County agrees that PIMS includes, without limitation, enhancements, edits, improvements, additions, modifications and derivations thereto, and will remain the exclusive property of Contractor. Contractor will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of County with respect to PIMS in any manner and in any media, when provided by County as general feedback or as a result of Contractor’s performance under this Contract, which Contractor shall own. If in the course of the Services found in Attachment A (or any Services performed pursuant to an Amendment to this ContractData), the Services results in the creation of derivative works from the PIMS or any new Contractor technologywhich case, Contractor shall own all right, title, and interest therein. For purposes of clarity, Contractor shall own all software configurations, regardless of which Party creates the configurationrestoration will be at County’s expense.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract and created or created, generated or modified by County or by Contractor through its the performance of this Contract or use of PIMSContractor’s system, including all Intellectual Property Rights intellectual property rights in or pertaining to the same, (“County Data”) shall be is owned solely and exclusively by County and will remains at all times remain the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall must be treated as County Data. Contractor acknowledges and agrees that, as As between the Parties, County owns all right, title, and interest in, and all Intellectual Property Rights intellectual property rights in and to, all County Data. Such County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of its Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this ContractContract pursuant to Paragraph 19, Termination. In addition, within forty-eight (48) hours of County’s request, Contractor shall must provide County upon request a copy of any County Data, reports and other documents or materials created by or obtained from County being stored held by Contractor under this Contract. As In the Parties agree event of disaster or catastrophic failure that results in significant County shall always own Data loss or extended loss of access to County DataData or services, Contractor must notify County expressly agrees to have sole responsibility for by fastest means available and in writing, within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the accuracy, quality, integrity, legality, reliability, appropriateness, scale and intellectual property ownership or right to use of all quantity of County Data when entered into PIMSloss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, Contractor shall be is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall must be restored at the expense of Contractor. Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any County Data by County. Except for the right to access and use PIMS subject to the terms and conditions contained herein, this Contract does not confer upon County an interest in or ownership of PIMS. PIMS was developed exclusively at Contractor’s private expense. County agrees that PIMS includes, without limitation, enhancements, edits, improvements, additions, modifications and derivations thereto, and will remain the exclusive property of Contractor. Contractor will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of County with respect to PIMS in any manner and in any media, when provided by County as general feedback or as a result of Contractor’s performance under this Contract, which Contractor shall own. If in the course of the Services found in Attachment A (or any Services performed pursuant to an Amendment to this Contract), the Services results in the creation of derivative works from the PIMS or any new Contractor technology, Contractor shall own all right, title, and interest therein. For purposes of clarity, Contractor shall own all software configurations, regardless of which Party creates the configuration.

County Data. All materials, documents, data, reports, information, or other materials obtained from The County data files or any County medium furnished shall permit Contractor to Contractor in performance of this Contract and created or modified by County through its use of PIMS, including all Intellectual Property Rights in or pertaining have access to the same, (“County Data”) shall be owned solely and exclusively by County and will at all times remain the property of County. County Data also includes user identification information solely to the extent Contractor requires such access to such data to provide the Services and metadata which maintain the SLs. Contractor may contain only access and process the County Data in connection herewith or from which as directed by the County Data in writing and may be ascertainable. To not otherwise modify the extent there is any uncertainty as to whether data constitutes County Data, merge it with other data, commercially exploit it, or do any other thing that may in any manner adversely affect the data integrity, security, or confidentiality of such data, other than as specified herein or as directed by the County in question shall be treated as County Datawriting. Contractor acknowledges understands and agrees that, as between that the Parties, County owns all right, title, and interest inin the County Data, and also owns all Intellectual Property Rights copyright, trademark, trade secrets, and other proprietary rights in and to, all the County Data. Such Contractor agrees that all copyrightable aspects of such County Data may not shall be used or copied considered “work made for direct or indirect use by Contractorhire” within the meaning of the Copyright Act of 1976, except as required in connection with performance of its duties under this Contract or as specifically directed by County in writingamended. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this Contract. In addition, Contractor shall provide County upon request a copy of any County Data, reports and other documents or materials created by or obtained from County being stored by Contractor under this Contract. As the Parties agree that County shall always own County Data, County expressly agrees to have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all of County Data when entered into PIMS. During the performance of the Contract, Contractor shall be responsible for any loss or damage to County Data while it is in Contractor’s possession, and any such loss or damage shall be restored at the expense of Contractor. Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any County Data by County. Except for the right to access and use PIMS subject hereby assigns to the terms and conditions contained herein, this Contract does not confer upon County an interest in or ownership of PIMS. PIMS was developed exclusively at Contractor’s private expense. County agrees that PIMS includes, without limitation, enhancements, edits, improvements, additions, modifications and derivations thereto, and will remain the exclusive property of Contractor. Contractor will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of County with respect to PIMS in any manner and in any media, when provided by County as general feedback or as a result of Contractor’s performance under this Contract, which Contractor shall own. If in the course of the Services found in Attachment A (or any Services performed pursuant to an Amendment to this Contract), the Services results in the creation of derivative works from the PIMS or any new Contractor technology, Contractor shall own all right, title, and interest in and to the County Data and to all Intellectual Property Rights therein, without further consideration, free from any claim, lien for balance due, or rights of retention thereto on the part of Contractor. For purposes Contractor also acknowledges that the Parties do not intend Contractor to be a joint author of claritythe County Data within the meaning of the Copyright Act of 1976, as amended, and that in no event shall Contractor be deemed a joint author thereof. Furthermore, Contractor shall own and all software configurationsSubcontractors will not publish or disclose in any manner privacy and security safeguards related to any federal, regardless State, or County data or any other data of which Party creates Contractor or any Subcontractor has custody. In no event shall Contractor withhold County Data from, or deny access thereto by, the configurationCounty in connection with any dispute between the Parties.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract and created or created, generated or modified by County or by Contractor through its the performance of this Contract or use of PIMSContractor’s system, including all Intellectual Property Rights intellectual property rights in or pertaining to the same, (“County Data”) shall be is owned solely and exclusively by County and will remains at all times remain the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall must be treated as County Data. Contractor acknowledges and agrees that, as As between the Parties, County owns all right, title, and interest in, and all Intellectual Property Rights intellectual property rights in and to, all County Data. Such County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of its Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this ContractContract pursuant to Xxxxxxxxx 00, Xxxxxxxxxxx. In addition, within forty-eight (48) hours of County’s request, Contractor shall must provide County upon request a copy of any County Data, reports and other documents or materials created by or obtained from County being stored held by Contractor under this Contract. As In the Parties agree event of disaster or catastrophic failure that results in significant County shall always own Data loss or extended loss of access to County DataData or services, Contractor must notify County expressly agrees to have sole responsibility for by fastest means available and in writing, within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the accuracy, quality, integrity, legality, reliability, appropriateness, scale and intellectual property ownership or right to use of all quantity of County Data when entered into PIMSloss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, Contractor shall be is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall must be restored at the expense of Contractor. Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any County Data by County. Except for the right to access and use PIMS subject to the terms and conditions contained herein, this Contract does not confer upon County an interest in or ownership of PIMS. PIMS was developed exclusively at Contractor’s private expense. County agrees that PIMS includes, without limitation, enhancements, edits, improvements, additions, modifications and derivations thereto, and will remain the exclusive property of Contractor. Contractor will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of County with respect to PIMS in any manner and in any media, when provided by County as general feedback or as a result of Contractor’s performance under this Contract, which Contractor shall own. If in the course of the Services found in Attachment A (or any Services performed pursuant to an Amendment to this Contract), the Services results in the creation of derivative works from the PIMS or any new Contractor technology, Contractor shall own all right, title, and interest therein. For purposes of clarity, Contractor shall own all software configurations, regardless of which Party creates the configuration.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract and created or created, generated or modified by County or by Contractor through its the performance of this Contract or use of PIMSContractor’s system, including all Intellectual Property Rights intellectual property rights in or pertaining to the same, (“County Data”) shall be is owned solely and exclusively by County and will remains at all times remain the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as County Data. Contractor acknowledges and agrees that, as As between the Parties, County owns all right, title, and interest in, and all Intellectual Property Rights intellectual property rights in and to, all County Data. Such County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of its Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this ContractContract pursuant to Paragraph 22, Termination - Orderly. In addition, within forty-eight (48) hours of County’s request, Contractor shall must provide County upon request a copy of any County Data, reports and other documents or materials created by or obtained from County being stored held by Contractor under this Contract. As In the Parties agree event of disaster or catastrophic failure that results in significant County shall always own Data loss or extended loss of access to County DataData or services, Contractor must notify County expressly agrees to have sole responsibility for by fastest means available and in writing, within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the accuracy, quality, integrity, legality, reliability, appropriateness, scale and intellectual property ownership or right to use of all quantity of County Data when entered into PIMSloss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, subject to the shared responsibility as set forth in Attachment F, Section 3, Contractor shall be is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall must be restored at the expense of Contractor. Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any County Data by County. Except for the right to access and use PIMS subject to the terms and conditions contained herein, this Contract does not confer upon County an interest in or ownership of PIMS. PIMS was developed exclusively at Contractor’s private expense. County agrees that PIMS includes, without limitation, enhancements, edits, improvements, additions, modifications and derivations thereto, and will remain the exclusive property of Contractor. Contractor will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of County with respect to PIMS in any manner and in any media, when provided by County as general feedback or as a result of Contractor’s performance under this Contract, which Contractor shall own. If in the course of the Services found in Attachment A (or any Services performed pursuant to an Amendment to this Contract), the Services results in the creation of derivative works from the PIMS or any new Contractor technology, Contractor shall own all right, title, and interest therein. For purposes of clarity, Contractor shall own all software configurations, regardless of which Party creates the configuration.

County Data. All materials, documents, data, reports, information, or other materials obtained from County data files or any County medium or furnished by or on behalf of County to Contractor in the performance of this Contract and created or created, generated or modified by County or by Contractor through its the performance of this Contract or use of PIMSContractor’s system, including all Intellectual Property Rights intellectual property rights in or pertaining to the same, (“County Data”) shall be is owned solely and exclusively by County and will remains at all times remain the property of County. County Data also includes user identification information and metadata which may contain County Data or from which County Data may be ascertainable. To the extent there is any uncertainty as to whether data constitutes County Data, the data in question shall be treated as County Data. Contractor acknowledges and agrees that, as As between the Parties, County owns all right, title, and interest in, and all Intellectual Property Rights intellectual property rights in and to, all County Data. Such County Data may not be used or copied for direct or indirect use by Contractor, except as required in connection with performance of its Contractor’s duties under this Contract or as specifically directed by County in writing. Contractor must keep and maintain County Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Contract and applicable law to avoid unauthorized access, use, disclosure, or loss, and Contractor may not otherwise use, disclose, modify, merge with other data, commercially exploit, make available or make any other use of County Data or take, or refrain from taking, any other action that might, in any manner or form, adversely affect or jeopardize the integrity, security, or confidentiality of County Data, except as expressly permitted herein or as expressly directed by County in writing. All County Data, including copies, must be promptly returned or delivered to County upon expiration or earlier termination of this ContractContract pursuant to Paragraph 25, Termination - Orderly. In addition, within forty-eight (48) hours of County’s request, Contractor shall must provide County upon request a copy of any County Data, reports and other documents or materials created by or obtained from County being stored held by Contractor under this Contract. As In the Parties agree event of disaster or catastrophic failure that results in significant County shall always own Data loss or extended loss of access to County DataData or services, Contractor must notify County expressly agrees to have sole responsibility for by fastest means available and in writing, within twenty-four (24) hours after Contractor reasonably believes there has been such a disaster or catastrophic failure. Contractor must inform County of the accuracy, quality, integrity, legality, reliability, appropriateness, scale and intellectual property ownership or right to use of all quantity of County Data when entered into PIMSloss, Contractor’s intended actions to recover County Data from backups and mitigate any deleterious effect of County Data and services loss, and corrective action Contractor will take to prevent future loss. Contractor must conduct an investigation of the disaster or catastrophic failure and must share the report of the investigation with County. Contractor must cooperate fully with County, its agents and law enforcement related to this failure. During the performance of the Contract, Contractor shall be is responsible for any loss or damage to this material and County Data while it is in Contractor’s possession, and any such loss or damage shall must be restored at the expense of Contractor. Contractor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any County Data by County. Except for the right to access and use PIMS subject to the terms and conditions contained herein, this Contract does not confer upon County an interest in or ownership of PIMS. PIMS was developed exclusively at Contractor’s private expense. County agrees that PIMS includes, without limitation, enhancements, edits, improvements, additions, modifications and derivations thereto, and will remain the exclusive property of Contractor. Contractor will have the unrestricted and permanent right to use and implement all ideas, advice, recommendations or proposals of County with respect to PIMS in any manner and in any media, when provided by County as general feedback or as a result of Contractor’s performance under this Contract, which Contractor shall own. If in the course of the Services found in Attachment A (or any Services performed pursuant to an Amendment to this Contract), the Services results in the creation of derivative works from the PIMS or any new Contractor technology, Contractor shall own all right, title, and interest therein. For purposes of clarity, Contractor shall own all software configurations, regardless of which Party creates the configuration.