Data Sharing Agreement - Uptake Technologies Inc - Authorization to Collect Data from IT network monitoring devices

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DATA SHARING AGREEMENT This Data Sharing Agreement and all exhibits hereto (the "Agreement") is entered into as of November 14, 2017 (the "Effective Date"), between Uptake Technologies, Inc., a Delaware Corporation located at 600 W. Chicago Ave, Suite 620, Chicago, Illinois 60654 ("Uptake") and the City of South Bend, Indiana ("Data Provider") (each, a "party" and, collectively, the "parties"). WHEREAS, Data Provider is in control of certain data related to its operations and wishes for Uptake to access such data for the limited purposes outlined in this Agreement; NOW, THEREFORE, the parties hereby agree as follows: 1. Data Access. 1.1 Delivery. Data Provider will make available to Uptake, in a manner and by means determined by mutual agreement, the information described in Exhibit A hereto (hereinafter, "Data"). The term "Data" includes such information as may be revised or supplemented by Data Provider during the term of this Agreement. 1.2 License. From and after Data Provider's delivery of the Data to Uptake, and subject to any additional rights or restrictions set forth in Exhibit A hereto, Data Provider hereby permits Uptake to review, reproduce, modify, and otherwise use the Data (in whole or in part) for the purposes set forth in Exhibit A ("Purposes"). At any time and for any reason or no reason, Data Provider may revoke and termination its permission of such use of the Data by Uptake. 2. Confidentiality. Uptake will not disclose, or permit to be disclosed, the Data to any third party without Data Provider's prior written consent, except that Uptake may disclose the Data to Uptake's employees and agents who have a need to know and who are bound in writing to keep such information confidential pursuant to confidentiality agreements consistent with this Agreement. Uptake will exercise due care in protecting the Data from unauthorized use and disclosure, and in any case will not use less than the degree of care Uptake uses in protecting its own confidential data against unauthorized disclosure. Upon expiration or termination of this Agreement, and upon Data Provider's written request to Uptake, Uptake will return to Data Provider or destroy and certify such destruction, all copies of the Data within thirty (30) days of the written request. The foregoing restrictions will not apply to any information that: (a) was in the public domain or was lawfully in Uptake's possession at the time it was delivered or communicated to Uptake by Data Provider; (b) entered the public domain subsequent to the time it was made available to Uptake through no fault of Uptake or any of its employees or agents to whom Uptake granted access to the Data; (c) was developed by employees or agents of Uptake independently of and without reference to any information communicated to Uptake by Data Provider; or (d) is expressly permitted to be disclosed pursuant to the terms of this Agreement. Notwithstanding the above, Uptake shall not be in violation of this Section with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that, to the extent permitted by law, Uptake provides Data Provider with prior written notice of such disclosure in order to permit Data Provider to seek a protective order or other confidential treatment of such information. The parties mutually agree and acknowledge that no term of this Section 2 will be construed to supersede, limit, or otherwise impair the parties' respective rights and obligations under the parties' Mutual Non -Disclosure Agreement dated July 12, 2017. 3. Data Export. In order to fulfill the Purposes of this Agreement, Uptake may need to provide the Data to Uptake employees or agents located in the United States, and Uptake may do so without seeking prior consent from Data Provider. Before providing any of the Data to any of its employees or agents outside of the United States, Uptake must obtain Data Provider's prior written consent to such provision, which consent Data Provider may withhold, condition, or deny in its sole discretion. 4. Ownership. 4.1 Data Provider Data. Subject to the rights granted to Uptake in this Agreement, Data Provider will retain and own all right, title, and interest in and to the Data. Uptake will not disclose, lease, rent, loan, or otherwise transfer the Data to any third party.