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6.1 Confidentialitv Client will keep in confidence and protect Confidential and Proprietary
<br />Information (electronic or hard copy*) from disclosure to third parties and restrict its use to uses expressly
<br />permitted under this Agreement. Client shall take all reasonable steps to ensure that the trade secrets and
<br />proprietaiv data contained in the Hardware and Software and the other Confidential and Proprietary
<br />Information are not disclosed, copied, duplicated, misappropriated, or used in any manner not expressly
<br />permitted by the terms of this Agreement. Client shall keep the Software and all tapes, diskettes, CDs, and
<br />other physical embodiments of them, and all copies thereof, at a secure location and limit access to those
<br />employees who must have access to enable Client to use the Software. Client acknowledges that
<br />unauthorized disclosure of Confidential and Proprietary Information may* cause substantial economic loss
<br />to Hart or its suppliers and licensors. Each permitted copy* of Confidential and Proprietary Information,
<br />including its storage media, will be marked by Client to include all notices that appear on the original.
<br />Title, copyright, and all other proprietaiv rights in and to the Software at all times remains vested
<br />exclusively in Hart or, as applicable, third - party* licensors.
<br />6.2 Return of Confidential and Proprietary Information Upon termination or cancellation of
<br />this Agreement or, if earlier, upon termination of Client's permitted access to or possession of
<br />Confidential and Proprietary Information, Client shall return to Hart all copies of the Confidential and
<br />Proprietary Information in Client's possession (including Confidential and Proprietary Information
<br />incorporated in sofrivare or writings, electronic and hard copies).
<br />6.3 Intellectual Properties All ideas, concepts, know -how, data processing techniques,
<br />documentation, diagrams, schematics, firmware, equipment architecture, software, improvements, bug
<br />fixes, upgrades, and trade secrets developed by Hart personnel (alone or jointly with others, including
<br />Client) in connection with Confidential and Proprietary Information, HVS R Hardware, and Hart
<br />Proprietary Sofrivare will be the exclusive property of Hart.
<br />6.4 Support Materials Client acknowledges that all support materials related to the HVS are
<br />the property of Hart and include Confidential and Proprietary Information of Hart. Client agrees that it
<br />will not permit anyone other than Hart installation and support personnel and authorized County
<br />employees, agents and contractors to use such materials.
<br />6.5 Client Employees, Agents and Contractors Client will inform its employees and other
<br />agents and contractors of their obligations under this Section 6 and shall be fully responsible for any
<br />breach thereof by such personnel.
<br />6.6 License Back If Client possesses or comes to possess a licensable or sublicensable
<br />interest in any issued patent with claims that read upon the HVS, its method of operation, or any
<br />component thereof, Client hereby grants and promises to grant a perpetual, irrevocable, royalty -free,
<br />paid -up license, with right to sublicense, of such interest to Hart permitting Hart to make, have made,
<br />use, and sell materials or services within the scope of the patent claims.
<br />6.7 Survival This Section 6 will survive termination or cancellation of this Agreement.
<br />7. TITLE; RISK OF LOSS
<br />7.1 Software
<br />(a) Hart Proprietary ,Software: Title to Hart Proprietary Sofrivare, all copies
<br />thereof, and all associated intellectual proprietaiv rights therein will remain in Hart including, but not
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<br />HVS License Agreement — Rev. 09 -2011
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