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it, becomes unable to pay its bills, sells or transfers property to creditors, is forced into
<br />receivership, has a liquidator or receiver appointed by the court, or is a part of any other
<br />similar legal proceeding, provided that termination is permitted by law.
<br />e. Termination of the entire Agreement will terminate all SOWs unless the parties
<br />agree in writing. Paragraphs 3-5, 7-10, 12, and 15-37 will survive termination of this
<br />Agreement for any reason.
<br />14. Ownership. Except as set forth in the applicable SOW, any Deliverables, Works,
<br />Inventions, working papers, or other work product conceived, made or created by Crowe in
<br />rendering the Services under this Agreement ("Work Product"), and all intellectual property
<br />rights in such Work Product will be owned by Crowe. Nothing in this Agreement will be
<br />construed as an implied license to any intellectual property rights of one party to the other
<br />party, all such licenses, permission or uses will be expressly set forth in the Agreement or any
<br />applicable SOW. The foregoing ownership will be without any duty of accounting of one party
<br />to the other. Crowe will retain ownership of all materials owned by Crowe prior to entering into
<br />this Agreement or developed by Crowe independently of this Agreement.
<br />15. Data Aggregation. Client agrees that Crowe may from time to time use and process
<br />Client's confidential information for data aggregation and/or industry benchmarking purposes.
<br />In using Client's confidential information for data aggregation and/or industry benchmarking
<br />purposes, Crowe will maintain Client's information as confidential unless Crowe removes data
<br />that specifically identifies Client and Client's customers.
<br />16. Publicity. Publication, and Announcements.
<br />a. Neither Crowe nor Client will, without the prior written consent of the other, in
<br />any manner whatsoever advertise or publish the terms of this Agreement, except for
<br />disclosure required by law and required by governmental agencies and except for disclosures
<br />to professional advisors.
<br />b. Crowe may place advertisements in financial and other newspapers and
<br />journals at its own expense describing its Services to Client hereunder, provided that Crowe
<br />will submit a copy any such advertisements to Client so that it can consent to the form and
<br />content of the advertisements. Without such consent, Crowe will not make any public
<br />representations regarding the Services rendered to Client, other than including Client in a list
<br />of clients served.
<br />17. Client -Required Cloud Usage If Client requests that Crowe access files, documents
<br />or other information in a cloud -based or web -accessed hosting service or other third -party
<br />system accessed via the internet, including, without limitation iCloud, Dropbox, Google Docs,
<br />Google Drive, a data room hosted by a third -party, or a similar service or website (collectively,
<br />"Cloud Storage"), Client will confirm with any third -parties assisting with or hosting the Cloud
<br />Storage that either such third -party or Client (and not Crowe) is responsible for ensuring the
<br />confidentiality of all information while utilizing the Cloud Storage, complying with all applicable
<br />laws relating to the Cloud Storage and any information contained in the Cloud Storage,
<br />providing Crowe access to the information in the Cloud Storage, and protecting the
<br />information in the Cloud Storage from any unauthorized access to the information, including
<br />without limitation unauthorized access to the information when in transit to or from the Cloud
<br />Storage. Client warrants that it has authority to provide Crowe access to information in the
<br />Cloud Storage and that providing Crowe with access to information in the Cloud Storage
<br />complies with all applicable laws, regulations, or duties owed to third -parties. Client agrees to
<br />indemnify and hold harmless Crowe from any claims, lawsuits, losses, damages, penalties,
<br />fines, or other liability, including without limitation reasonable attorney fees, defense costs, or
<br />other legal expenses relating to or arising from Client's use of the Cloud Storage (collectively,
<br />"Liabilities'). This indemnification is intended to apply to the extent permitted by law,
<br />MSA
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