2024-08-14 CC Packet - Revised - Laserfiche WebLink

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5.4 No Recommendations. It is the policy of Arete that any payment of ransom is a last resort that should be considered only after a rigorous ransom impact assessment has been conducted and it has been determined that the Client has no other reasonable option. To the extent the Services include any ransomware negotiation, obtaining ransomware decryption key or validation of ransomware decryption key, bitcoin or other cryptocurrency payment, or similar ransomware services, Client and Counsel expressly acknowledge and agree that (a)Arete is performing the Services only at the request of and at the direction of Client and Counsel, (b) AreteÓs actions are solely for the facilitation of Services requested by Client and Counsel and (c) in no circumstances is Arete providing guidance, advice or recommendations to Client or Counsel related to ClientÓs determination in how to respond to ransom requests and/or whether or how to pay any ransom requests. 6.ASSIGNMENT AND SUBCONTRACTING 6.1 Assignment. This Agreement shall be binding on, and for the benefit of, the Parties and their respective permitted successors and assigns. No Party may assign any of its rights under this Agreement, except with theprior written consent of the other Parties, which consent may not be unreasonably withheld. Allvoluntary assignments of rights are limited by this Section 6.1. 6.2 Subcontractors. PerformingParty may perform its obligations hereunder using one or more subcontractors, provided that the Performing Party remains responsible for the performance of such obligations in accordance with this Agreement and any executed SOW. Where Performing Party engages a subcontractor, the Performing Party shall ensure that the subcontractor adheres to the standards for protection of the Receiving PartyÓs or ClientÓs data as set forth in this Agreement. 7.INTELLECTUAL PROPERTY 7.1 Work Product. Subject to this Section 7, work product resulting from the Services performed by the Performing Party shall be the sole and exclusive property of Receiving Party. 7.2 Proprietary Materials. Performing Party may utilize in its performance of the Services its proprietary software programs and source code, ideas, concepts, trade secrets, know- how, tools, models, processes, methodologies and techniques that have been originated or developed byPerforming Party (either before or during the provision of Services) or that have been purchased by or licensed to Performing Party, and/or any other concept, compilation or process eligible for federal copyright or patent protection (collectively, the ÐP erforming Party Proprietary MaterialsÑ). Receiving Party and Client agree that Performing Party shall retain sole and exclusive right, title, and interest in and to all Performing Party Proprietary Materials. Receiving Party may: (i) modify existing Performing Party workflows; (ii) utilize enhanced Performing Party workflows developed by Performing Party; or (iii) develop new source code and computer programs (collectively, ÐCustomized CodeÑ) to automate Services at the indicated cost, however, neither Receiving Party nor its Client shall own or have any rights to the Customized Code created or customized by Performing Party in performance of the Services other than as expressly set forth under this Section. If applicable, Performing Party shall be billedfor the time to create or customize Customized Code used to enhance the Services being provided to Client. Additionally, Performing Party is under no obligation to support, upgrade, or otherwise maintain /ƚƓŅźķĻƓƷźğƌLƓŅƚƩƒğƷźƚƓ tğŭĻ΋Ѝ www.areteir.com