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    Google and WMATA enter into This Transit Content License Agreement. "Affiliate(s)" of a party shall mean any company controlling, controlled by or under common control with such party. "Authorized personnel" means those employees, agents, representatives, or contractors of the Recipient.

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    Google and WMATA enter into This Transit Content License Agreement. "Affiliate(s)" of a party shall mean any company controlling, controlled by or under common control with such party. "Authorized personnel" means those employees, agents, representatives, or contractors of the Recipient.

    Copyright:

    Attribution Non-Commercial (BY-NC)
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    126 views6 pages

    WMATA Google Transit Agreement

    Uploaded by

    perkinsms
    Google and WMATA enter into This Transit Content License Agreement. "Affiliate(s)" of a party shall mean any company controlling, controlled by or under common control with such party. "Authorized personnel" means those employees, agents, representatives, or contractors of the Recipient.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PDF or read online from Scribd
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    Execution Copy Google Transit Agreement This Transit Content License Agreement (“Agreement’) is entered into by and between Google Inc. (‘Google’) with an address at 1600 Amphitheatre Parkway, Mountain View, CA, 94043 and Washington Metropolitan Area Transit Authority (‘WMATA’) with an address at 600 Fifth Street NW Washington, DC 20001 (‘Licensor’). This Agreement will be effective as of July__. 2010. 1. DEFINITIONS. 1.1 ‘Affiliate(s)" of @ party shall mean any company controlling, controlled by or under common control with such party where “control” shall mean ownership, directly or indirectly, of the shares of @ company representing fity percent (50%) or more of the voting rights in this company. 4.2 ‘Authorized Personnel” means those employees, agents, representatives, or contractors of the Recipient who require access to the Confidential Information to perform under this Agreement and who fare Dound by written agreement not to cisclose third-party confidential or proprietary information disclosed to Recipient. 1.3 ‘Confidential Information” means information considered confidential and/or proprietary by the Discioser, including, but net limited to, tangible, intangible, visual, electronic, present, or future information such as: (a) trade secrets; (b) financial information, including pricing; {c) technical information, including research, development, procedures, algorithms, data, designs, and know-how; (d) business information, including operetions, planning, marketing interests, and products; and (e) the terms of this Agreement zand the discussions, negotiations and proposals related thereto. A party's Confidential Information shall not include information that: (is or becomes publicly available through no act or omission of Recipient; (i) was in the Recipient's lawful possession prior to the disclosure and was not obtained by Recipient either directly or indirectly from the Discloser; (ii) is lawfully disclosed to the Recipient by a third party without restriction on Recipient's disclosure, and where Recipient was not awere that the information was the confidential information of Discloser; or (iv) is independently developed by the Recipient without violation of this Agreement; or (v) that must be disclosed pursuant to WMATA's Public Access to Records Policy ((PARP"). For information that must be disclosed pursuant to WMATA’s PARP, other than disclosure to ‘Authorized Personnel, WMATA agrees to only disclose such information pursuant to a PARP request that WMATA reasonably believes is valid and would not be subject to any exemption under the PARP. 1.4 "Discloser” means the party disclosing Confidential Information to the other party. 1.5 “End Users” means end users who access or use Googie Services. 1.6 “Google Services” means Google's products and services, including, without limitation, any products ‘and services accessible through eny Google Sites and any Google syndication sites and services. 1.7 "Google Site” means any Web site located at 2 Google-owned domain, including all sub-domains and

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