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Amendment No 2 to Data Sharing Agreement - Continued Use & Support of Data Co – Abernethy Schwartz Partners LLC
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Amendment No 2 to Data Sharing Agreement - Continued Use & Support of Data Co – Abernethy Schwartz Partners LLC
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3/22/2022 4:14:20 PM
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Board of Public Works
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Contracts
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3/22/2022
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Master License Agreement Page 5 of 16 <br />IN THE AMOUNT EQUIVALENT TO THE LICENSE FEES ACTUALLY RECEIVED BY BLUECONDUIT <br />FROM LICENSEE DURING THE ONE-YEAR PERIOD PRECEDING THE FIRST ACT GIVING RISE TO <br />LIABILITY. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION APPLY TO ALL <br />CLAIMS OR CAUSES OF ACTION ON WHATEVER BASIS AND UNDER WHATEVER THEORY <br />BROUGHT AND IRRESPECTIVE OF WHETHER BLUECONDUIT HAS BEEN ADVISED OF THE <br />POSSIBILITY OF SUCH CLAIM. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY <br />EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY IN THIS AGREEMENT, AND WILL SURVIVE <br />AND APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY SPECIFIED <br />REMEDIES. <br />Nothing in this Section is intended to exclude or lim it any liability that cannot be excluded or limited under <br />the governing law. <br />11.FORCE MAJEURE <br />BlueConduit will not be responsible for any delay or failure in performance caused by acts of God or any <br />government or any other cause beyond BlueConduit’s reasonable control. <br />12.ASSIGNMENT <br />Either party may assign this Agreement as part of the sale of that part of its business which includes the <br />Software, or pursuant to any merger, consolidation or other reorganization, upon prior written notice to the <br />other party. Any other assignment of this Agreement requires the agreement of the other party, which shall <br />not unreasonably be withheld. An assignee of either party, if authorized hereunder, shall have all of the <br />rights and obligations of the assigning party set forth in this Agreement. Any purported assignment in <br />violation of this Section is void. <br />13.NOTICES <br />All notices required or permitted to be given by one party to the other under this Agreement shall be <br />sufficient if sent by personal delivery, overnight delivery service, or certified mail, return receipt requested, <br />to the parties at the respective addresses set forth above or to such other address as the party to receive <br />the notice has designated by notice to the other party. <br />14.GOVERNING LAW <br />This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana <br />without regard to principles of conflict of laws. The United Nations Convention on Contracts for the <br />International Sale of Goods does not apply to this Agreement. <br />15.SEVERABILITY <br />In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be <br />invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect <br />the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or <br />unenforceable provision had never been contained herein. If moreover, any one or mor e of the provisions <br />contained in this Agreement shall for any reason be held to be excessively broad as to duration, <br />geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be <br />enforceable to the extent compatible with the applicable law as it shall then appear. <br />16.NO WAIVER <br />No waiver by any party of any breach of this Agreement shall be a waiver of any preceding or succeeding <br />breach. No waiver by any party of any right under this Agreement shall be construed as a waiver of any <br />other right.
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