Software License and Maintenance Agreement – Linko Technology Inc.

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DocuSign Envelope ID: F08EA632-EAA7-4C8E-866B-F5A170D1C748 a) at the time of disclosure, or thereafter becomes part of the public domain without any violation of this Agreement by the Recipient; b) already in the Recipient's possession before disclosure of such information to the Recipient by the Discloser; c) following the Effective Date is furnished to the Recipient by a third party without that third party being in breach directly or indirectly of an obligation to the Discloser to keep such information secret confidential and secret; and d) developed independently by the Recipient without use of Discloser's Confidential Information as evidenced by reasonably detailed written records. e) Information required to be disclosed by applicable state, federal or local law or ordinance, inclusive of Indiana's Access to Public Records Act (i.e., Indiana Code 5-14-3) 5.3 Confidentiality. The following terms apply to Confidential Information and the ownership thereof, a) All Confidential Information is owned by the respective parties. b) Neither party will, at any time, whether before or after the termination of this Agreement, disclose, furnish, or make accessible to anyone any Confidential Information or permit the occurrence of any of the foregoing. c) Each party will hold the other's Confidential Information in confidence and will protect each other's Confidential Information with the same degree of care with which it treats its own Confidential Information, but in no case with any less degree than reasonable care. d) Confidential Information may be disclosed a party only to employees or consultants having a need -to -know provided such parties are bound by confidentiality obligations e) If Confidential Information is disclosed inadvertently the disclosing party will immediately notify the other party and will assist the other party in remedying the confidentiality breach. f) If Confidential Information is required to be disclosed pursuant to a valid subpoena, governmental order, judicial order or other operation of law the disclosing party will immediately notify the other party and will assist the other party seeking a protective order or other similar appropriate remedy in order to limit the Confidential Information disclosure to the extent possible or practicable. 6. Indemnification. 6.1. You will defend, indemnify, and hold harmless Al, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim concerning: (a) your use of the Software (including any activities under your account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you; (c) Your Content. 6.2 Al has the right and all necessary permissions to provide the Software to the Customer. In the event of the breach of this representation, Al shall defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the Software infringes or misappropriates that third party's intellectual property rights, and shall indemnify Customer for any damages finally awarded against, and for reasonable attorney's fees incurred by Customer in connection with any such Claim. 6.3 For all indemnity claims the party seeking indemnity must promptly give the indemnifying party written notice of the claim; give the indemnifying party sole control of the defense and settlement of the claim; and provide to the indemnifying party all reasonable assistance, at the indemnifying party's expense. This section states the party seeking indemnity's exclusive remedy for any type of claim. 7. Disclaimers. 7.1 THE SOFTWARE IS PROVIDED ON THE BASIS THAT IT SUBSTANTIALLY CONFORMS TO ITS DOCUMENTATION. THE SUPPORT AND MAINTENANCE SERVICES WILL BE PROVIDED ON AN INDUSTRY -STANDARD BASIS. ON BREACH OF THESE WARRANTIES THE SERVICES WILL BE RE -PERFORMED SO THAT THEY MEET THIS WARRANTY. OTHER THAN THIS WARRANTY Al DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, DURABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 7.2 NEITHER PARTY IS LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR Aquatic Informatics Software License Agreement