proceedings, research, development, business affairs and finances, ideas, concepts, innovations, inventions, designs, business methodologies, improvements, trade secrets, copyrightable subject matter, patents and other intellectual property and proprietary information. “JBE Project Manager” or “Judicial Council Project Manager” the individual appointed by the Judicial Council to communicate directly with the Contractor Project Manager. “Judicial Council Service Locations” means any Judicial Council facility at which Contractor performs Services, including Judicial Council of California Service Locations: San Francisco Office: 455 Golden Gate Avenue, San Francisco, CA 94102, Sacramento Office: 2860 Gateway Oaks Drive, Suite 400, Sacramento, CA 95833, and Burbank Office: 2255 North Ontario Street, Suite 220, Burbank, CA 91504). “JBE Works” and “Judicial Council Works” mean Works owned, licensed, made, conceived, or reduced to practice by a JBE or a Judicial Council Contractor, any Works developed or acquired separate from this Agreement, and all modifications, enhancements, derivative works, and Intellectual Property Rights in any of the foregoing. “Judicial Branch Personnel” or “JBE Personnel” means members, justices, judges, judicial officers, subordinate judicial officers, employees, and agents of a Judicial Branch Entity. “Legacy database” a Judicial Council relational database used to track and record site visits / event information. “Licensed Software” means the software set forth in Exhibit D, including Source Code and object code versions of such software, in whatever form or media, together with all Upgrades and Documentation thereto. “Malicious Code” any (i) program routine, device or other feature or hidden file, including any time bomb, virus, software lock, Trojan horse, drop-dead device, worm, malicious logic or trap door that may delete, disable, deactivate, interfere with or otherwise harm any of the Judicial Branch Entities’ hardware, software, data or other programs, and (ii) hardware-limiting, software-limiting or services-limiting function (including any key, node lock, time-out or other similar functions), whether implemented by electronic or other means. “Maintenance and Support Services” means the services provided by Contractor under Exhibit E. Parties” means the Judicial Council and Contractor, collectively. “Party” means either the Judicial Council or Contractor, as the case may be. “Project Staff” means the personnel of Contractor and Subcontractors who provide the Services or Licensed Software.
The Contractor’s insurance shall apply separately to each insured against whom a claim is made and/or lawsuit is brought, except with respect to the limits of the insurer’s liability. The Contractor provide the Judicial Council certificates of insurance satisfactory to the Judicial Council evidencing all required coverages before Contractor begins any Work under this Agreement, and complete copies of each policy upon the Judicial Council's request. If at any time the foregoing policies be or become unsatisfactory to the Judicial Council, as to form or substance, or if a company issuing any such policy shall be or become unsatisfactory to the Judicial Council, the Contractor shall, upon Notice to that effect from the Judicial Council, promptly obtain a new policy, and shall submit the same to the Judicial Council, with the appropriate certificates and endorsements, for approval. All of the Contractor's policies shall be endorsed to provide advanced written Notice to the Judicial Council of cancellation, nonrenewal, and reduction in coverage, within fifteen (15) Days, mailed to the following address: Judicial Council of California, Manager, Business Services, , 6th Floor, . Term And Termination i Term. This Agreement shall commence TBD and expire TBD and be designated as the Initial Term. The Judicial Council, in its sole discretion, has the option to extend the Term of the Agreement up to four (4) consecutive one-year periods on the same and conditions applicable to the Initial Term, as defined below: First Option Term – TBD through TBD Second Option Term – TBD through TBD Third Option Term – TBD through TBD Fourth Option Term - TBD through TBD Judicial Council may exercise the First Option Term through the Fourth Option Term by issuing a unilateral Amendment to Contractor prior to expiration of the Initial Term or the then-current Option Term. In the event the Judicial Council elects to exercise the option to extend the Agreement as set forth in this section, the expiration date of the Agreement shall become the ending date of the Option Term exercised. The Judicial Council may terminate, in whole or in part, this Agreement and/or any Statement of Work for convenience (without cause) upon thirty (30) days prior written notice. The Judicial Council’s notice obligations under the foregoing sentence shall not