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City of South Bend 8 February 14, 2020
<br />by Client, and (z) to comply with applicable law. In the event of a Crowe breach incident in connection with
<br />EU Personal Data in the custody or control of Crowe, Crowe will promptly notify Client upon knowledge that
<br />a breach incident has occurred. Client has instructed Crowe not to contact any Data Subjects directly,
<br />unless required by applicable law. In the event that a supervisory authority with jurisdiction makes the
<br />determination that Crowe is a data controller, Client will reasonably cooperate with Crowe to enable Crowe
<br />to comply with its obligations under GDPR.
<br />INTELLECTUAL PROPERTY – Any working papers, or other work product conceived, made or created by
<br />Crowe in rendering the Services under this Agreement (“Work Product”), and all intellectual property rights
<br />in such Work Product will be owned exclusively by Crowe. Further, Crowe will retain exclusive ownership
<br />or control of all intellectual property rights in any ideas, concepts, methodologies, data, software, designs,
<br />utilities, tools, models, techniques, systems, Reports, or other know-how that it develops, owns or licenses
<br />in connection with this Agreement ("Materials"). The foregoing ownership will be without any duty of
<br />accounting.
<br />DATA USAGE AND AGGREGATIONS - Client hereby acknowledges and agrees that Crowe may, in its
<br />discretion, use any Client information or data provided to Crowe to improve Crowe services and Materials,
<br />including without limitation developing new Crowe services and software or other products. Client also
<br />agrees that Crowe may, in its discretion, aggregate Client content and data with content and data from
<br />other clients, other sources, or third parties (“Data Aggregations”) for purposes including, without limitation,
<br />product and service development, commercialization, industry benchmarking, or quality improvement
<br />initiatives. Prior to, and as a precondition for, disclosing Data Aggregations to other Crowe customers or
<br />prospects, Crowe will anonymize any Client data or information in a manner sufficient to prevent such other
<br />customer or prospect from identifying Client or individuals who are Client customers. All Data Aggregations
<br />will be the sole and exclusive property of Crowe.
<br />LEGAL AND REGULATORY CHANGE – Crowe may periodically communicate to Client changes in laws,
<br />rules or regulations. However, Client has not engaged Crowe, and Crowe does not undertake an obligation,
<br />to advise Client of changes in (a) laws, rules, regulations, industry or market conditions, or (b) Client’s own
<br />business practices or other circumstances (except to the extent required by professional standards). The
<br />scope of Services and the fees for Services are based on current laws and regulations. If changes in laws
<br />or regulations change Client’s requirements or the scope of the Services, Crowe’s fees will be modified to
<br />a mutually agreed amount to reflect the changed level of Crowe’s effort.
<br />PUBLICATION – Client agrees to obtain Crowe’s specific permission before using any Report or Crowe
<br />work product or Crowe’s firm’s name in a published document, and Client agrees to submit to Crowe copies
<br />of such documents to obtain Crowe’s permission before they are filed or published.
<br />NO PUNITIVE OR CONSEQUENTIAL DAMAGES – Any liability of Crowe will not include any
<br />consequential, special, incidental, indirect, punitive, or exemplary damages or loss, nor any lost profits,
<br />goodwill, savings, or business opportunity, even if Crowe had reason to know of the possibility of such
<br />damages.
<br />LIMIT OF LIABILITY – Except where it is judicially determined that Crowe performed its Services with
<br />recklessness or willful misconduct, Crowe’s liability will not exceed fees paid by Client to Crowe for the
<br />Services. A claim for a return of fees paid is the exclusive remedy for any damages. This limit of liability will
<br />apply to the full extent allowed by law, regardless of the grounds or nature of any claim asserted, including,
<br />without limitation, to claims based on principles of contract, negligence or other tort, fiduciary duty, warranty,
<br />indemnity, statute or common law. This limit of liability will also apply after this Agreement.
<br />INDEMNIFICATION FOR THIRD ȃ PARTY CLAIMS – In the event of a legal proceeding or other claim
<br />brought against Crowe by a third party, except where it is judicially determined that Crowe performed the
<br />Services with recklessness or willful misconduct, Client agrees to indemnify and hold harmless Crowe and
<br />its personnel against all costs, fees, expenses, damages and liabilities, including attorney fees and any
<br />other fees or defense costs, associated with such third ȃ party claim, relating to or arising from any Services
<br />performed or work product provided by Crowe that Client uses or discloses to others or this engagement
<br />generally. This indemnification is intended to apply to the full extent allowed by law, regardless of the
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