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<br />Consulting Services Agreement between City of San Leandro and Last revised 8/5/2020
<br />Ethosoft, Inc. for Laboratory Information Management System Exhibit F– Page 2 of 9
<br />Services. Services under this Agreement, including Ethosoft Programs and Services Environments, Ethosoft intellectual property,
<br />and all derivative works thereof, do not fall within the meaning of the term “The Client Applications.”
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<br />1.16. “The Client Content” means all text, files, images, graphics, illustrations, information, data (including Personal Data as that
<br />term is defined in the Data Processing Agreement for Ethosoft Cloud Services described in Section 11.2 below), audio, video,
<br />photographs and other content and material (other than The Client Applications), in any format, provided by The Client or The
<br />Client Users that reside in, or run on or through, the Services Environment.
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<br />1.17 Major Enhancement means any major functional revision to the Licensed Software (designated by a renumbered release
<br />number such as 3.4 to 4.0) released by Ethosoft during the Initial Support Term or any Renewal Support Term.
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<br />1.18 Minor Enhancement means any minor release, update, modification or "bug fix" which does not necessarily provide
<br />materially new functionality, as determined by Ethosoft in its sole discretion, and made generally available to Ethosoft's supported
<br />customers.
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<br />2. Intentionally left blank
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<br />3. RIGHTS GRANTED
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<br />3.1 For the duration of the Services Period and subject to The Client payment obligations, and except as otherwise set forth in this
<br />Agreement or The Client’s order, The Client has the non-exclusive, non-assignable, royalty free, worldwide limited right to access
<br />and use the Services that The Client ordered, including anything developed by Ethosoft and delivered to The Client as part of the
<br />Services, solely for The Client internal business operations and subject to the terms of this Agreement and The Client’s order,
<br />including the Service Specifications. The Client may allow The Client Users to use the Services for this purpose and The Client is
<br />responsible for The Client Users’ compliance with this Agreement and the order.
<br />3.2 The Client do not acquire under this Agreement any right or license to use the Services, including the Ethosoft Programs and
<br />Services Environment, in excess of the scope and/or duration of the Services stated in The Client’s order. Upon the end of th e
<br />Services ordered, The Client right to access and use the Services will terminate.
<br />3.3 To enable Ethosoft to provide The Client and The Client Users with the Services, The Client grant Ethosoft the right to u se,
<br />process and transmit, in accordance with this Agreement and The Client’s order, The Client Content and The Client Applications
<br />for the duration of the Services Period plus any additional post-termination period during which Ethosoft provides The Client with
<br />access to retrieve export data of The Client Content and The Client Applications.
<br />3.4 Except as otherwise expressly set forth in The Client’s order for certain Cloud Services offerings (e.g., a private cloud hosted
<br />at The Client facility), The Client acknowledges that Ethosoft has no delivery obligation for Ethosoft Programs and will not ship
<br />copies of such programs to The Client as part of the Services.
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<br />4. OWNERSHIP AND RESTRICTIONS
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<br />4.1 The Client retain all ownership and intellectual property rights in and to The Client Content. Ethosoft or its licensors retain all
<br />ownership and intellectual property rights to the Services, including Ethosoft Programs and Ancillary Programs, and derivative
<br />works thereof, and to anything developed or delivered by or on behalf of Ethosoft under this Agreement.
<br />4.2 The Client may not, or cause or permit others to:
<br />a) remove or modify any program markings or any notice of Ethosoft’s or its licensors’ proprietary rights;
<br />b) make the programs or materials resulting from the Services (excluding The Client Content) available in any manner to any third
<br />party for use in the third party’s business operations (unless such access is expressly permitted for the specific Services The Client
<br />has acquired);
<br />c) modify, make derivative works of, disassemble, decompile, or reverse engineer any part of the Services (the foregoing prohibition
<br />includes but is not limited to review of data structures or similar materials produced by programs), or access or use the Ser vices in
<br />order to build or support, and/or assist a third party in building or supporting, products or Services competitive to Ethosoft;
<br />d) perform or disclose any benchmark or performance tests of the Services, including the Ethosoft Programs, without Ethosoft’s
<br />prior written consent;
<br />DocuSign Envelope ID: 0FAAC8A1-7B66-41D1-8DBF-9ED853BC0612
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