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ftock safety
<br />intellectual property; business plans, marketing plans, works of authorship, hardware, customer lists and
<br />requirements, and performance of the Flock Services. Proprietary Information of Agency includes non-public
<br />Agency Data, Non -Agency End User Data, and data provided by Agency or a Non -Agency End User to Flock or
<br />collected by Flock via the Unit, including the Footage, to enable the provision of the Services. The Receiving Party
<br />shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Proprietary
<br />Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are
<br />reasonably necessary and appropriate to preserve and protect the Proprietary Information and the parties' respective
<br />rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the
<br />Proprietary Information of the other party to those employees or agents who require access in order to perform
<br />hereunder. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or
<br />unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no
<br />event will a party apply less than reasonable precautions to protect such Proprietary Information, and (ii) not to use
<br />(except in performance of the Services or as otherwise permitted herein) or divulge to.any third person any such
<br />Proprietary Information. Flock's use of the Proprietary Information may include processing the Proprietary
<br />Information to send Agency Notifications or alerts, such as when a car exits Agency's neighborhood, or to analyze
<br />the data collected to identify motion or other events.
<br />The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving
<br />Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by
<br />Receiving Party prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to Receiving Party without
<br />restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the
<br />Disclosing Party.
<br />Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to
<br />any subpoena, summons, judicial order or other judicial or governmental process, provided that the Receiving Party
<br />gives the Disclosing Party reasonable prior notice of such disclosure to obtain a protective order or otherwise oppose
<br />the disclosure. For clarity, Flock may access, use, preserve and/or disclose the Footage to law enforcement
<br />authorities, government officials, and/or third parties in the following instances: (1) to comply with a court order,
<br />subpoena, or another form of valid legal process request, or when otherwise required by law or legal order to do so;
<br />(2) to enforce this Agreement, including investigation of any potential violation thereof, (3) to detect, prevent or
<br />otherwise address security, fraud or technical issues relating to the provision of services under this Agreement; or
<br />(d) protect the rights, property or safety of Flock, its users, a third party, or the public, including respond to an
<br />emergency situation, as required or permitted by law. Prior to any access, use, preservation and/or disclosure in the
<br />foregoing instances, Flock shall provide Agency with advance written notice in a reasonably timely manner in order
<br />to provide Agency with an opportunity to object or seek injunctive or other forms of judicial relief against the
<br />request for data and/or proposed disclosure. Having received notice prior to data being deleted, Flock may store
<br />Footage in order to comply with a valid court order but such retained Footage will not be retrievable without a valid
<br />court order.
<br />4.2 Agency and Non -Agency End User Data. As between Flock and Agency, all right, title and interest in the
<br />Agency Data and Non -Agency End User Data, belong to and are retained solely by Agency. Agency hereby grants
<br />to Flock a limited, non-exclusive, royalty -free, worldwide license to use the Agency Data and Non -Agency End
<br />User Data and perform all acts with respect to the Agency Data and Non -Agency End User Data as may be
<br />necessary for Flock to provide the Flock Services to Agency, including without limitation the Support Services set
<br />forth in Section 2.9 above, and 'a non-exclusive, perpetual, irrevocable, worldwide, royalty -free, fully paid license to
<br />use, reproduce, modify and distribute the Agency Data and Non -Agency End User Data as a part of the Aggregated
<br />Data (as defined in Section 4.4 below). As between Flock and Agency, Agency is solely responsible for the
<br />accuracy, quality, integrity, legality, reliability, and appropriateness of all Agency Data and Non -Agency End User
<br />Data. As between Agency and Non -Agency End Users that have prescribed access of Footage to Agency, each of
<br />Agency and Non -Agency End Users will share all right, title and interest in the Non -Agency End User Data. This
<br />Agreement does not by itself make any Non -Agency End User Data the sole property or the Proprietary Information
<br />of Agency. Flock will automatically delete Footage older than thirty (30) days. Agency has a thirty (30) day
<br />window to view, save and/or transmit Footage to the relevant government agency prior to its deletion.
<br />4.3 Feedback. If Agency provides any suggestions, ideas, enhancement requests, feedback, recommendations or
<br />other information relating to the subject matter hereunder, Agency hereby assigns (and will cause its agents and
<br />Resolution 20-21 Page 8
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