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12. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, the following
<br />terms shall have the meaning specified:
<br />12.1 "Confidential Information" shall mean all proprietary or confidential information
<br />disclosed or made available by either party pursuant to this Agreement, directly or indirectly, in
<br />any manner whatsoever (including without limitation, in writing, orally, electronically, or by
<br />inspection), that is identified as confidential or proprietary at the time of disclosure or is of a nature
<br />that should reasonably be considered to be confidential, and includes but is not limited to the terms
<br />and conditions of this Agreement, and all business, technical and other information (including
<br />without limitation, all product, services, financial, marketing, engineering, research and
<br />development information, product specifications, technical data, data sheets, software, inventions,
<br />processes, training manuals, know-how and any other information or material); provided, however,
<br />that Confidential Information shall not include the Content that is to be published on the Client
<br />Website.
<br />12.2 "Content" shall mean any and all, documents, graphics, video, audio, images,
<br />sounds and other content that is streamed or otherwise transmitted or provided by, or on behalf of,
<br />the Client to Granicus.
<br />12.3 "Client Website" shall mean the Client's existing websites.
<br />12.4 "Granicus Application Programmatic Interface" shall mean the Granicus interface
<br />which is used to add, update, extract, or delete information in MediaManager.
<br />12.5 "Granicus Solution" shall mean the Solution detailed in the Proposal, which may
<br />include Granicus Software, Installation and Training, Managed Services, and Hardware, as
<br />specified in Exhibit A.
<br />12.6 "Granicus Software" shall mean all software included with the Granicus Solution
<br />as specified in the attached Proposal that may include but is not limited to: MediaManagerT11'
<br />(includes Uploader, Software Development Kit, and Podeasting Services), MinutesMakef"m
<br />(includes LiveManager), MobileEncodefr'M, VotingSystemTM (includes Public Vote Display).
<br />12.7 "Hardware" shall mean the equipment components of the Granicus Solution, as
<br />listed in Exhibit A.
<br />12.8 "Managed Services" shall mean the services provided by Granicus to Client for
<br />bandwidth usage associated with live and archived Internet streaming, data storage, and Granicus
<br />Solution maintenance, upgrades, parts, customer support services, and system monitoring, as
<br />detailed in the Proposal attached as Exhibit A.
<br />12.9 "Managed Services Fee" shall mean the monthly cost of the Managed Services, as
<br />specified in Exhibit A.
<br />GRANICUS, INC. SERVICE AGREENIENI' 7 Version 6.3
<br />WITH THE CITY OF SAN LEANDRO MARCH 28, 2017
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