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Porterhouse | City of Pleasanton, California | Professional Services Agreement | Page 4
<br />1.3 Conflicts. Conflicts among the documents forming the Agreement are resolved under the
<br />order of precedence in Section 17.5.
<br />Section 2: Definitions
<br />"Action" means any actual or threatened claim, regulatory proceeding, lawsuit, or other legal
<br />action.
<br />"Change Order" means a written amendment to an SOW signed by both Parties.
<br />"City Materials" means all information, data, and materials provided by or on behalf of the
<br />City to Porterhouse, together with all intellectual property rights in them.
<br />"Confidential Information" means information disclosed by one Party to the other that is
<br />marked confidential or that a reasonable person would understand to be confidential,
<br />including the terms of the Cover Page. All City Materials are the City's Confidential
<br />Information.
<br />"Copyleft License" means an Open Source license that requires derivative works to be
<br />licensed under the same license, including GPL, LGPL, Affero, CPL, Eclipse, and Mozilla licenses.
<br />"Deliverables" means any work product Porterhouse provides to the City in connection with
<br />the Services under an SOW.
<br />"Dependencies" means the information, directions, decisions, personnel, access, and City
<br />Materials identified in an SOW as required from the City.
<br />"Enhanced Cap" means the amount stated on the Cover Page, applicable under Section 12.2.
<br />"Force Majeure Event" means an event beyond a Party's reasonable control, including strike,
<br />war, pandemic, terrorism, riot, third-party Internet or utility failure, governmental license
<br />refusal, or natural disaster.
<br />"General Cap" means the amount stated on the Cover Page, applicable under Section 12.1.
<br />"Law" means all applicable federal, state, and local laws, rules, and regulations.
<br />"Open Source" means software code licensed under an open source license, including
<br />Apache, BSD, Eclipse, GPL, LGPL, MIT, and Mozilla licenses.
<br />"Payment Period" means 30 days after the invoice date, unless the applicable SOW states
<br />otherwise.
<br />"Porterhouse IP" means Porterhouse trade names, trade secrets, know-how, methodologies,
<br />processes, templates, configuration frameworks, accelerators, tools, and software, whether
<br />Docusign Envelope ID: 0FE3D53F-485C-88F0-83B1-0E900318BA33
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