PSA - Operate Smart Sewer System Proj No 121-081 - HydroDigital LLC

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(“Company’s Proprietary Technology”). Any modifications or improvements to Company’s Proprietary Technology made during the performance of the Services will be the sole and exclusive property of Company. Client agrees not to reverse engineer any of Company’s equipment, systems or software. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Company Deliverables or Third Party Materials, whether expressly, by implication, estoppel or otherwise. All rights, title and interest in and to the Company Deliverables and the Third Party Materials are and will remain with Company and the respective rights holders in the Third Party Materials. 8.Client Data. Client is the exclusive owner of Client Data and is responsible for all information provided by or on behalf of Client to Company for the purposes of Company providing the Services. Client grants Company and its Subcontractors a royalty-free, non-exclusive, irrevocable right to access, store, and use Client Data to (1) provide the Services; (2) analyze and improve the Services; (3) analyze, improve, or develop any equipment or software; or (4) for any other internal use. “Client Data” means, other than Resultant Data, information, data and other content, in any form or medium, that is collected, downloaded or otherwise received, directly or indirectly from Client or an Authorized User by or through the Company Services. “Resultant Data” means information, data and other content that is derived by or through the Company Services from Processing Client Data and is sufficiently different from such Client Data that such Client Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further Processing of such information, data or content. 9.Confidentiality. Client and Company agrees for themselves, their employees, and their agents to keep in strictest confidence all information either identified by the other as secret or confidential, or which, from the circumstances, in good faith ought to be treated as secret or confidential. Confidential information includes, by way of example and without limitation, information relating to Company’s products, processes, price lists, technical information, or other business information which Company may identify in its performance of this Agreement (collectively, “Confidential Information”). The parties will not publish, communicate, divulge, or disclose to unauthorized persons any such Confidential Information without prior written consent of the other party. All right, title, and interest in and to all Confidential Information disclosed hereunder remain the property of the disclosing party. The parties acknowledge that any unauthorized disclosure or misappropriation of any of the Confidential Information will cause the other party irreparable harm, the amount of which may be difficult to ascertain; therefore, the disclosing party is entitled to seek specific performance, an order restraining and enjoining any further disclosure or breach, and any other relief it deems appropriate. The parties expressly waive the defense that a remedy in damages will be adequate and any requirement in an action for specific performance or injunction for the posting of a bond. The confidentiality obligations set forth in this Section shall survive the termination of this Agreement. 10.Term and Termination. This Agreement shall commence on the Effective Date and shall remain in effect until terminated as provided herein. 10.1 Termination by Client. Client may terminate this Agreement and any and all then- effective Scopes of Work for any reason and at any time, by providing Company with 30 days’ prior notice. In addition, Client may terminate the Scopes of Work to which it is a party for any