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BAKER TILLY US, LLP
City of Pleasanton
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BAKER TILLY US, LLP
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Last modified
12/13/2024 2:01:59 PM
Creation date
12/1/2023 4:41:02 PM
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CONTRACTS
Description Type
Professional Services
Contract Type
Amendment
NAME
BAKER TILLY US, LLP
Contract Record Series
704-05
Munis Contract #
2023413
Contract Expiration
6/30/2024
NOTES
CONSULTANCY RELATED TO STRATEGIC PLANNING SERVICES
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belong to OpenGov. <br />4.3.Access to Customer Data.Customer may download the Customer Data from the <br />Software Services at any time during the Term,excluding during routine software <br />maintenance periods.OpenGov has no obligation to return Customer Data to Customer. <br />4.4.Deletion of Customer Data.Unless otherwise requested pursuant to this Section 4.4, <br />upon the termination of this Agreement,the Customer Data shall be deleted pursuant to <br />OpenGov ’s standard data deletion and retention practices.Upon written request, <br />Customer may request deletion of Customer Data prior to the date of termination of this <br />Agreement.Such a request must be addressed to “OpenGov Vice President,Customer <br />Success”at OpenGov ’s address for notice in Section 10.2. <br />4.5.Feedback.“Feedback”means suggestions,comments,improvements,ideas,or other <br />feedback or materials regarding the Software Services provided by Customer to <br />OpenGov,including feedback provided through online developer community forums. <br />Customer grants OpenGov a non-exclusive,royalty-free,irrevocable,perpetual, <br />worldwide license to use and incorporate into the Software Services and Documentation <br />Customer ’s Feedback.OpenGov will exclusively own any improvements or modifications <br />to the Software Ser vices and Documentation based on or derived from any of <br />Customer ’s Feedback including all Intellectual Property Rights in and to the <br />improvements and modifications. <br />5.Confidentiality <br />5.1.“Confidential Information"means all confidential business,technical,and financial <br />information of the disclosing party that is marked as “Confidential”or an equivalent <br />designation or that should reasonably be understood to be confidential given the nature <br />of the information and/or the circumstances surrounding the disclosure.OpenGov ’s <br />Confidential Information includes,without limitation,the software underlying the <br />Software Services,and all Documentation. <br />5.2.Confidential Information does not include:(a)data that the Customer has previously <br />released to the public;(b)data that Customer would be required to release to the public <br />upon request under applicable federal,state,or local public records laws;(c)Customer <br />Data that Customer requests OpenGov make available to the public in conjunction with <br />the Software Ser vices;(d)information that becomes publicly known through no breach <br />by either party;(e)information that was rightfully received by a party from a third party <br />without restriction on use or disclosure;or (f)information independently developed by <br />the Receiving Party without access to the Disclosing Party ’s Confidential Information. <br />5.3.Each party agrees to obtain prior written consent before disclosing any of the other <br />party's Confidential Information.Each party further agrees to use the other 's <br />Confidential Information only in connection with this Agreement.Each party further <br />agrees to protect the other party's Confidential Information using the measures that it <br />employs with respect to its own Confidential Information of a similar nature,but in no <br />event with less than reasonable care.If a party is required to disclose Confidential <br />3 <br />OpenGov Master Services Agreement Revised June 1,2023 <br />DocuSign Envelope ID: B15D270E-E3B1-4F57-8C92-589FF8DAFA15DocuSign Envelope ID: 2B2F7267-322F-4A10-85EF-ADB56278A499
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