Proprietary and Intellectual Property Rights. 7.1. Customer acknowledges that the Platform and FATHOM Documentation is considered by FATHOM to be valuable trade secrets of FATHOM or third-party providers. FATHOM or its third-party providers are the sole and exclusive owner of the Platform and FATHOM Documentation, as well as any related trademarks and domain names. The Access granted by this Agreement does not give Customer any ownership interest in the Platform or FATHOM Documentation, but only the limited right to access and use the Platform and FATHOM Documentation under the terms of this Agreement. 7.2. Customer agrees that it will not remove, alter, or otherwise obscure any proprietary rights notices appearing in the Platform or FATHOM Documentation delivered to Customer under this Agreement. 7.3. The Platform or FATHOM Documentation may include certain custom modifications made by FATHOM in order to meet the Customer’s expectation. FATHOM will retain title to any custom modifications, and may, at is sole discretion and at any time, make changes, upgrades, updates, enhancements, or other modifications to the Platform or FATHOM Documentation. 7.4. Within sixty (60) days of the Effective Date, FATHOM shall arrange for a copy of the source code for the Platform to be deposited with Iron Mountain Incorporated (or other such entity agreed by the parties) and shall enter into a corresponding software escrow agreement (“Escrow Agreement”) agreed to by the parties acting in good faith. The fees charged by the escrow agent shall be an obligation of the Customer. On at least an annual basis, FATHOM shall deposit with the escrow agent updated source code for the Platform to reflect any improvements or updates. 7.5. The Escrow Agreement shall provide for the delivery of the source code for the Platform to Customer within sixty (60) days of the commencement of an event of any liquidation, dissolution, winding up, bankruptcy or similar event of FATHOM, whether voluntary or involuntary, and then only upon termination by Customer of this Agreement under Section 15.1. The Customer shall be able to use such source code solely to ensure continuity of Access as defined in Section 1.1, but shall not have any right to change the source code (except to makes changes to its configuration as it pertains to price adjustments) or gain any ownership of the intellectual property rights of the source code. For purposes of this Section 7.4, a change of control of FATHOM or a sale or transfer of its assets shall not constitute an event of liquidation, dissolution or winding up of FATHOM.
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Proprietary and Intellectual Property Rights. 7.1. Customer acknowledges that the Platform and FATHOM Documentation is considered by FATHOM to be valuable trade secrets of FATHOM or third-party providers. FATHOM or its third-party providers are the sole and exclusive owner of the Platform and FATHOM Documentation, as well as any related trademarks and domain names. The Access granted by this Agreement does not give Customer any ownership interest in the Platform or FATHOM Documentation, but only the limited right to access and use the Platform and FATHOM Documentation under the terms of this Agreement.
7.2. Customer agrees that it will not remove, alter, or otherwise obscure any proprietary rights notices appearing in the Platform or FATHOM Documentation delivered to Customer under this Agreement.
7.3. The Platform or FATHOM Documentation may include certain custom modifications made by FATHOM in order to meet the Customer’s expectation. FATHOM will retain title to any custom modifications, and may, at is sole discretion and at any time, make changes, upgrades, updates, enhancements, or other modifications to the Platform or FATHOM Documentation.
7.4. Within sixty (60) days FATHOM acknowledges and agrees that Customer’s data and information provided by Customer or its customers or otherwise resulting from the use of the Effective DatePlatform shall be the property of and owned by Customer. Not more than once annually at the Customer’s cost, FATHOM shall arrange the Customer may request a complete back-up of all Platform data including but not limited to the following:
(A) AMI/AMR (Automated Metering Infrastructure/Automated Meter Reading (collectively referred to as “AMI”) data, including consumption, diagnostic, and status data from water meter devices, as well as data transmitted to a central database for billing, troubleshooting, and analyzing (“Meter Data”);
(B) Customer Information Systems data, including name, address, personal identification numbers, billing information, deposit and payment history, account history, account number, meter reads, time of use information, survey results, and any other information specific to a copy customer or account (“CIS Data”). CIS Data will be subject to terms of Exhibit D P1);
(C) CMMS (Computerized Maintenance Management System) data related to work orders and work order data, including historical work orders generated, work order details, work order resolution notes, labor hours, project number, expense type, date work order completed, recurring work order data, all meter work order data, asset information attached to work orders such as pictures or operating and maintenance manuals, all inspection data and any other data entered into the CMMS system (“CMMS Data”);
(D) Customer Portal metering and analytics data, including customer log-in data, customer preference selections, and any other data stored as part of the source code for the Platform Customer Portal (“Customer Portal Data”);
(E) GIS data, including location of all water, wastewater, reclaimed water infrastructure of all infrastructure, real property and easements, as-built drawings, and property subject to be deposited with Iron Mountain Incorporated (or other such entity agreed by the parties) and shall enter into a corresponding software escrow utility agreement (“Escrow AgreementGIS Data”); and
(F) agreed Warranty Management data, wherever stored, to by the parties acting in good faith. The fees charged by the escrow agent shall be an obligation of the Customer. On at least an annual basisinclude meter install date, FATHOM shall deposit with the escrow agent updated source code for the Platform to reflect any improvements or updates.
7.5. The Escrow Agreement shall provide for the delivery of the source code for the Platform to Customer within sixty (60) days of the commencement of an event of any liquidationmeter size, dissolutionmeter manufacturer, winding upmeter serial number, bankruptcy or similar event of FATHOMmeter type, whether voluntary or involuntaryMTU install date, and then only upon termination by Customer of this Agreement under Section 15.1. The Customer shall be able to use such source code solely to ensure continuity of Access as defined in Section 1.1, but shall not have any right to change warranty expiration date for each warranty component on the source code meter (except to makes changes to its configuration as it pertains to price adjustments) or gain any ownership of the intellectual property rights of the source code. For purposes of this Section 7.4, a change of control of FATHOM or a sale or transfer of its assets shall not constitute an event of liquidation, dissolution or winding up of FATHOM“Warranty Management Data”).
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