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DocuSign Envelope ID: D1041CA6-DBD4-42BE-8B32-7C592BF2BA15 <br /> AMS —TMA Terms Document <br /> B. To the extent that the Professional Services consist of the development of <br /> intellectual property unrelated to the Company's software products ("Independent <br /> Intellectual Property"), the Professional Services shall be deemed work made for <br /> hire, and the Customer shall own and retain all rights to the Independent <br /> Intellectual Property. <br /> 6. Data: <br /> A. Customer warrants that as of the date of this Agreement, none of the databases <br /> associated with the Professional Services contain protected health information as <br /> that term is defined in the Health Insurance Portability and Accountability Act <br /> ("PHI"). <br /> B. Following the execution of this Agreement, Customer shall not enter PHI into any <br /> of the databases associated with the Professional Services. <br /> C. Customer shall review and validate the accuracy and completeness of data <br /> resulting from the performance of Professional Services by the Company. <br /> Furthermore, Orange County, as the Customer, is responsible for reviewing and <br /> validating the accuracy and completeness of data or reports provided as a result of <br /> the services performed. Because this is Orange County's data, and TMA does not <br /> have the familiarity with Orange County's assets or operations, TMA cannot <br /> validate the data or guarantee the reliability, accuracy or completeness of the data <br /> resulting from the services. <br /> 7. Non-Hire: From the commencement of the Professional Services through one year from <br /> the completion of the Professional Services, neither party shall hire any employee of the <br /> other party. <br /> 8. Limitation of Liability: The liability of the Company to the Customer arising from the <br /> Professional Services shall be limited as follows: <br /> C. The Company shall not be liable for indirect, special, incidental, or consequential <br /> damages. <br /> D. The aggregate liability shall not exceed the amount the Customer paid the <br /> Company for the Professional Services. <br /> SIGNATURE PAGE TO FOLLOW <br /> 9. Notices: Notices to the Company with respect to this Agreement shall be sent via email <br /> to notifications@tmasystems.com. <br /> 5 <br />