Discussion and Consideration of Partnering with DocuPet as the City of Tiffin’s Pet Licensing Vendor – Motion to Approve — K-5

6. INTELLECTUAL PROPERTY a. Organization IP i. Nothing herein transfers to DocuPet any right, title, or interest of Organization in or to any Organization Data or Confidential Information. DocuPet agrees that as between DocuPet and Organization, all right, title and interest in Organization Data and other Confidential Information of Organization including Intellectual Property Rights therein will remain with the Organization. b. DocuPet IP i. As between DocuPet and Organization, DocuPet or its licensors own and reserve all right, title and interest in and to the DocuPet Owned Work, DocuPet Marks, the Services and all hardware, Software and other items used to provide the Services, other than such rights to use those as may be explicitly granted to Organization in this Agreement. No title to or ownership of any DocuPet Owned Work or proprietary rights related to the Services is transferred to Organization pursuant to this Agreement or any transaction contemplated by this Agreement. All rights not explicitly granted to the Organization are reserved by DocuPet. c. Use of Marks i. During the Term, DocuPet shall be entitled to include the Organization’s name and logo on (a) the Website; and (b) DocuPet’s promotional materials; provided that DocuPet shall comply with all reasonable written usage policies communicated by the Organization to DocuPet from time to time, including the use of proper notices and legends. 7. CONFIDENTIALITY a. Duties of Confidentiality i. Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information and to use such Confidential Information only as expressly authorized under this Agreement. For the purposes of this Section 7(a), the Party providing Confidential Information shall be referred to as the “Disclosing Party” and the Party receiving Confidential Information shall be referred to as the “Recipient”. ii. Without limiting the generality of the foregoing and subject to the provisions of applicable Laws, the Recipient shall, both during the Term and at any time thereafter, (a) not disclose any of the Disclosing Party’s Confidential Information to any person other than for the express purposes set out in this Agreement, without the Disclosing Party’s prior written consent, (b) not disclose the Disclosing Party’s Confidential Information to any person other than its affiliates and its and their consultants, professional advisors, independent contractors, outsourcers and other service providers for the purpose of providing them, or any of them, services or who have a need to know, (c) not reproduce all or any part of the Disclosing Party’s 15