Software Agreement - Aquitas Solutions Inc - Maximo 7.6 MaaS Migration

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|NNOEVENT SHALL EITHER PARTY ORITS LICENSORS, SUPPLIERS, ORSUBCONTRACTORS 8ELIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, OR LOST SAVINGS, EVEN IF THE PARTY HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations and exclusions )nthis Section Oare between the parties and donot apply to infringement of intellectual property rights, issues of third -party liability, breaches ofthe provisions of Sections O and 0 below, gross negligence, vvi||fu| misconduct, or either party"s liability for loss, damage, or injury suffered by persons, real property, or tangible personal property. For such items, each party shall indemnify and hold the other party harmless from any and all losses and liability for dammages,including reasonable attorney's fees, sustained by the other party arising out of the acts or omissions of the party, and orits employees, agents, orsubcontractors. 6.5 Survival The obligations under this Section 0 shall survive termination of this Agreement. 7.1 Proprietary Rights The City acknowledges that the materials provided b»/\quitas in connection with providing the Services, including, but not limited to, software, training classes and documentation, computer based training programs, and project docurnentation/coNective|y,Materia|s\comstituteconnrneroia|[ycopyr|ghtedvvorks protected by federal and international copyright laws and are owned by Aquitas or third -party licensors. The Materials and all copies, versions, and derivative works nfthe Materials shall remain the sole property of Aquitas and/or the third -party licensors. The City shall not make and shall not permit anyone else to make any copies of the Materials. The City shall not record and shall not permit anyone else to record, by any means, any /\quitastraining classes or other presentations. The City shall not a||ovv any third party tmaccess o[use the Materials. The City further acknowledges that the Materials are commercially valuable proprietary products belonging to Aquitas and/or the third -party licensors, the design and development of which have involved the expenditure of substantial amounts of money over a long period oftime, and which afford Aquitasand/or the third -party licensors acommercial advantage over its competitors, The City understands that loss of this competitive advantage due to any unauthorized copying, downloading, use, or disclosure of the Materials would cause substantial damage to Aquitas and/or the third -party licensors. The City shall not decompile or otherwise reverse engineer or decode any software provided aspart ofth,eServices. The City shall not take grrefrain from taking, South Bend Maximo Migration to MaaS Page 28 of 36 Confidential