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1.1 Intellectual Property; Use of Materials. Unless specified otherwise in the SOW,any CFA deliverables under the program will be in the form of Open Source Software and the City of South Bend's use of the deliverables will be subject to Open Source Software license terms. CFA will provide the City of South Bend with the version of the Open Source Software license terms that are applicable to any deliverables. Open Source Software means software that consists of contains, or is derived in any manner(in whole or in part) from,any software that is distributed as free software, open source software,or pursuant to similar licensing and distribution models (e.g., GNU, Linux, Mozilla Public License, the Apache Software License,etc.). To the extent any CFA deliverables under the program are not subject to an Open Source Software license, CFA shall own all rights in and to, including the right to license to others rights in and to any of the deliverables under the program; provided, however,CFA shall provide the City of South Bend a non-exclusive, worldwide, non-royalty bearing, license to use such deliverables in perpetuity. 1.2 Confidentiality. With respect to any information supplied in connection with the program and designated in writing by the delivering party as confidential, the receiving party agrees to: (i) protect the confidential information in a reasonable and appropriate manner; and (ii) use confidential information only to perform its obligations under the program.This confidentiality obligation shall not apply to information that is: (a) publicly known; (b) already known to the recipient; (c) disclosed to a third party without restriction; (d) independently developed; or (e) disclosed pursuant to a legal requirement or order. 1.3 Disclaimer of Warranties. THE CITY OF SOUTH BEND AND CFA EACH EXPRESSLY DISCLAIM,AND EACH EXPRESSLY WAIVES,ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION,WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT WITH RESPECT TO INTELLECTUAL PROPERTY OR CONFIDENTIALITY MATTERS, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL,SPECiAL_OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS PROGRAM, EVEN iF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CFA'S TOTAL LIABILITY RELATING TO THE PROGRAM SHALL iN NO EVENT EXCEED THE FEES CFA RECEIVES UNDER THIS AGREEMENT. • 1.4 Indemnities. (a) CFA shall indemnify and hold harmless City of South Bend from and against ainy and all claims, losses,damages, expenses,obligations, penalties, demands,suits, procedures,assessments,judgments,costs and_tiabilit.ies.(ind.uding reasonable attorneys' fees and other costs of defenses) incurred by City of South Bend ("Losses"),arising out of or relating to: •