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9. Definitions
<br /> "Confidential Information"means any information disclosed by one party to the other,which, if in written,
<br /> graphic, machine-readable or other tangible form is marked as"Confidential"or"Proprietary",if disclosed
<br /> orally or by demonstration,is identified at the time of initial disclosure as confidential and reduced to a
<br /> writing marked"Confidential"and delivered to the receiving party within thirty(3o)days of such disclosure,
<br /> or which because of its nature should have reasonably been understood by the receiving party to be
<br /> confidential even in the absence of actual notification of such status. Confidential Information shall include,
<br /> without limitation, information regarding party's business plans,finances, pricing,products or services,
<br /> investors,research and development and City information. Confidential Information may also include
<br /> information disclosed to a disclosing party by third parties. The Hosted Service and all features and functions
<br /> therein shall be the Confidential Information of OpenCounter.
<br /> ii. "City Content"means any information or data related to City,whether supplied by City or a Permit Applicant,
<br /> that is input into the Hosted Service by City or a Permit Applicant,provided by City or a Permit Applicant to
<br /> OpenCounter in connection with use of the Hosted Service by City and/or Permit Applicants.
<br /> HI. "Documentation"means the information made generally available by OpenCounter to its customers that
<br /> describes the form,features and/or operation of the Hosted Service,whether contained in a tangible
<br /> medium,such as written format,tape, magnetic or other media,or made available in an electronic format.
<br /> Documentation shall include any updates of Documentation that OpenCounter may make available to City
<br /> pursuant to this Agreement
<br /> iv. "Hosted Service"means those components of the OpenCounter hosted service offering described in any
<br /> Service Order entered into under this Agreement,to the extent that such Service Order is then in force and
<br /> effect
<br /> v. "Implementation"means the implementation process and tasks described in Exhibit.
<br /> vi. "Implementation Target Date"means the date for which Implementation is targeted to be complete,as set
<br /> forth in Exhibit A
<br /> "Intellectual Property Rights"means any and all(by whatever name or term known or designated)tangible
<br /> and intangible and now known or hereafter existing(i)rights associated with works of authorship throughout
<br /> the universe, including, but not limited to, all exclusive exploitation rights,copyrights, neighboring rights,
<br /> moral rights and mask-works,(ii)trademark,trade dress,and trade name rights and similar rights,(iii)trade
<br /> secret rights,(iv)patents,designs, algorithms and other industrial property rights,(v)all other intellectual
<br /> and industrial property and proprietary rights(of every kind and nature throughout the universe and however
<br /> designated),whether arising by operation of law,contract, license or otherwise,and(vi)all registrations,
<br /> applications, renewals,extensions,continuations,divisions or reissues thereof now or hereafter in force
<br /> throughout the universe.
<br /> viii. "Permit Applicant"means a third party individual or entity seeking to obtain one or more permits from City
<br /> ix. "Professional Services"means the professional services described in Exhibit A,to be performed for City by
<br /> OpenCounter.
<br /> OpenCounter+Pleasanton,California Master Services Agreement 7
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