Professional Services Agreement - EmNet LLC - City's Smart Sewers Agreement Renewal

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all rights, licenses, consents and authorizations granted by either party to the other hereunder will immediately terminate; EmNet shall immediately cease all use of any Customer Data or Customer's Confidential Information and (i) promptly return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's Confidential Information from all systems EmNet directly or indirectly controls, provided that, for clarity, EmNet's obligations under this Section 0 do not apply to any Resultant Data; Customer shall immediately cease all use of any EmNet Services or EmNet Materials and (i) within 10 days return to EmNet, or at EmNet's written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any EmNet Materials or EmNet's Confidential Information; (ii) permanently erase all EmNet Materials and EmNet's Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to EmNet in a signed written instrument that it has complied with the requirements of this Section 0; Notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information, and (ii) EmNet may retain Customer Data; provided that in the case of each of subclause (i) such Confidential Information is in its then current state and solely to the extent and for so long as required by applicable Law; (ii) EmNet may also retain Customer Data in its backups, archives and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (iii) all information and materials described in this Section 0 will remain subject to all confidentiality, security and other applicable requirements of this Agreement; and EmNet may disable all Customer and Authorized User access to the EmNet Services and EmNet Materials. 11.5 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.3, Section 10, Section 11.4, this Section 11.5, Section 12, Section 13, Section 14 and Section 16. 12, Representations and Warranties; Standard of Care, Insurance. 12.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that: it is duly organized, validly existing and in good standing as a legal entity under the Laws of the jurisdiction of its incorporation, organization or formation; it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement; the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and 12