Common use of Ownership of City Data Clause in Contracts

Ownership of City Data. The FIRST PARTY agrees that, all rights, including all intellectual property rights, in and to the City Data and any derivative works of the City Data shall remain the exclusive property of the City. The FIRST PARTY hereby warrants that the SaaS Application does not maintain, store, or export the City Data using a database structure, data model, entity relationship diagram or equivalent which is itself a trade secret or which would cause substantial injury to the competitive position of the FIRST PARTY if published. b. Data Security. FIRST PARTY shall at all times during the Term provide and maintain up- to-date security with respect to (a) the Services, (b) the FIRST PARTY’s Website, (c) FIRST PARTY’s physical facilities, and (d) FIRST PARTY’s networks, to prevent unauthorized access or "hacking" of City's Data. FIRST PARTY shall provide security for its networks and all Internet connections consistent with best practices observed by well- managed SaaS’s working in the financial services industry, and will promptly install all patches, fixes, upgrades, updates and new versions of any security software it employs. FIRST PARTY will maintain appropriate safeguards to restrict access to City's Data to those employees, agents or service providers of FIRST PARTY who need the information to carry out the purposes for which it was disclosed to FIRST PARTY. For information disclosed in electronic form, FIRST PARTY agrees that appropriate safeguards include electronic barriers (e.g., "firewalls", Transport Layer Security (TLS), Secure Socket Layer [SSL] encryption, or most current industry standard encryption, intrusion prevention/detection or similar barriers) and secure authentication (e.g. password protected) access to the City's Confidential Information and hosted City Data. For information disclosed in written form, FIRST PARTY agrees that appropriate safeguards include secured storage of City's Data. City’s Data classified as Confidential Information shall be encrypted at rest and in transit with controlled access. FIRST PARTY also will establish and maintain any additional physical, electronic, administrative, technical and procedural controls and safeguards to protect the City's Data that are no less rigorous than accepted industry practices (including, as periodically amended or updated, the International Organization for Standardization’s standards: ISO/IEC 27001:2005 – Information Security Management Systems – Requirements and ISO-IEC 27002:2005 – Code of Practice for International Security Management, NIST Special Publication 800-53 Revision 4 or its successor, the Information Technology Library (ITIL) standards, the Control Objectives for Information and related Technology (COBIT) standards or other applicable industry standards for information security), and shall ensure that all such controls and safeguards, including the manner in which Confidential Information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Agreement. c.

Ownership of City Data. The FIRST PARTY agrees that, all rights, including all intellectual property rights, in and to the City CITY Data and any derivative works of the City CITY Data shall remain the exclusive property of the CityCITY. The FIRST PARTY hereby warrants that the SaaS Application does not maintain, store, or export the City CITY Data using a database structure, data model, entity relationship diagram or equivalent which is itself a trade secret or which would cause substantial injury to the competitive position of the FIRST PARTY if published. b. Data Security. FIRST PARTY shall at all times during the Term provide and maintain up- to-date security with respect to (a) the Services, (b) the FIRST PARTY’s Website, (c) FIRST PARTY’s physical facilities, and (d) FIRST PARTY’s networks, to prevent unauthorized access or "hacking" of CityCITY's Data. FIRST PARTY shall provide security for its networks and all Internet connections consistent with best practices observed by well- managed SaaS’s working in the financial services industry, and will promptly install all patches, fixes, upgrades, updates and new versions of any security software it employs. FIRST PARTY will maintain appropriate safeguards to restrict access to CityCITY's Data to those employees, agents or service providers of FIRST PARTY who need the information to carry out the purposes for which it was disclosed to FIRST PARTY. For information disclosed in electronic form, FIRST PARTY agrees that appropriate safeguards include electronic barriers (e.g., "firewalls", Transport Layer Security (TLS), Secure Socket Layer [SSL] encryption, or most current industry standard encryption, intrusion prevention/detection or similar barriers) and secure authentication (e.g. password protected) access to the CityCITY's Confidential Information and hosted City CITY Data. For information disclosed in written form, FIRST PARTY agrees that appropriate safeguards include secured storage of CityCITY's Data. CityCITY’s Data classified as Confidential Information shall be encrypted at rest and in transit with controlled access. FIRST PARTY also will establish and maintain any additional physical, electronic, administrative, technical and procedural controls and safeguards to protect the CityCITY's Data that are no less rigorous than accepted industry practices (including, as periodically amended or updated, the International Organization for Standardization’s standards: ISO/IEC 27001:2005 – Information Security Management Systems – Requirements and ISO-IEC 27002:2005 – Code of Practice for International Security Management, NIST Special Publication 800-53 Revision 4 or its successor, the Information Technology Library (ITIL) standards, the Control Objectives for Information and related Technology (COBIT) standards or other applicable industry standards for information security), and shall ensure that all such controls and safeguards, including the manner in which Confidential Information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Agreement. c.