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� s42 7 Section 1 SCOPE OF AGREEMENT 1.1 This License Agreement shaIl apply to the EPDB,which Hennepin County will provide to Entity, after a specif c request has been made ta County. Section 2 GRANT OF LIMITED LICENSE 2.1 The Couniy hereby grants the Entity a nan-exclusive,nontransferable and nonassignable limited use license to use the EPDB which inclndes self developed computer software under Minu. Stat. § 375.86. Said license shall commence on the date of approval of this Agreement by the County and sha11 extend throughout the term af the Agreement unless terminated sooner, in accordance with the provisions hereof. Section 3 ACKNOWLEDGMENT OF PROPRIETARY INF'ORMATION RESERVATION OF TITLE 3.1 The Entity acknowledges and agrees that the EPDB is the exclusive property of the County,including, but not limited to, any and all indexes,and includes commercially valuable information which reflect the efforts of skilled development experts and required the investment of considerable amounts of tune and money, and that the County has treated the EPDB as trade secret and confiden�ial i.nformation,which County entrusts to the Entity in confidence to use in fihe conduct of the Entity's business. The Entiry further acknowledges and agrees the EPDB is a creative selection,coordination,arrangement and method of arrangement of data which is identified as being subject to copyright protection; is self-developed computer software under Minn. Stat. § 375.86 and is an entire or substantial and discrete partion of a pattern,compilation,method, technique, process, data.base or system developed with significant axpenditure of funds by County under Minn. Stat § 13.03. The Entity agrees that the Couniy awns and xeserves all rights,protection and benefits afforded under federal copyright law in all EPDB fizrnished to the Entity as unpublished works, as well as ail rights,protection and benefits afforded under any ather Iaw relating to confidential and/or trade secret information respecting said EPDB,and that the Entity will abide by all relevant Iaws,rules,regulations and decisions which afford protection to the County for its confidential and trade secret information and said copyright. This Agreement does not affect any transfer of title in or to any EPDB of the County. The Entity acknowledges that it is granted only a limited riglrt of use of such EPDB, which right is not coupled with an interest, and the Entity shall not assert nor cause or cooperate with others to assert any right,title, or interest in any EPDB of the County. z