Professional Services Agreement - RoadBotics Inc. - Street Condition Assessment Pilot Program

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with any part of its payment obligation. 4. Warranties. RoadBotics will use reasonable commercial efforts to make the Services available during the term specified. In the event of breach of this warranty for the Services, RoadBotics's sole and exclusive obligation, and Customer's sole and exclusive remedy, shall be to refund the applicable portion of the Program Fee applicable to the Services for the period such Services were not available because of breach by RoadBotics. 5. Limitation of Liability. ROADBOTICS's LIABILITY FOR DAMAGES ARISING OUT OF, RELATING TO OR IN ANY WAY CONNECTED WITHTHIS AGREEMENT SHALL IN NO EVENT EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO ROADBOTICS FOR THE APPLICABLE SERVICES. THE PARTIES AGREE TO THE ALLOCATION OF LIABILITY SET FORTH IN THIS SECTION. CUSTOMER ACKNOWLEDGES THAT WITHOUT ITS AGREEMENT TO THE LIMITATIONS CONTAINED HEREIN, THE FEES CHARGED FOR THE SERVICES WOULD BE HIGHER. +6. Confidentiality. "Confidential Information" means all confidential and proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party"), whether orally or in writing, including but not limited to the terms and conditions of this Agreement business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Parity; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is compelled by law, including without limitation the Customers discretionary application of the Indiana Access To Public Records Act, I.C. 5-1.4-3 (the "APRA"), to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it -2-