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(Client Configurations) and Section 13 (General). Within 30 (thirty) days of recei pt of a written request following a <br />termination of this Agreement, each party must return or destroy all Confidential Information of the other party, as <br />requested in writing by the other party. Notwithstanding the foregoing, a party will not be obligated to destroy data <br />containing Confidential Information of the other party when it would be commercially impracticable for the receiving <br />party to do so (for example, when Confidential Information is contained in e -mail stored on backup tapes or other <br />archival media), but for so long as such receiving party is in possession of such Confidential Information of the other <br />party, the terms of Section 8 (Confidentiality) hereof will continue to restrict the receiving party’s use or disclosure <br />of such Confidential Information. Client shall return all copies of the Software and associated Innovative <br />documentation and materials upon termination of the Agreement for any reason. Neither party will be liable to the <br />other for any termination or expiration of this Agreement in accordance with its terms. <br /> <br />e. Following termination of this Agreement, Innovative has no duty whatsoever to deliver to Client any parts <br />of its programming, data model, or any other information regarding which Innovative claims a proprietary or <br />Intellectual Property Right. To the extent that Innovative is requested to perform any services for Client in connection <br />with the termination of this Agreement (including without limitation providing Client with a copy of Client Data in a <br />commercially-standard format to be agreed upon by the Parties), such service will be performed pursuant to a <br />written statement of work under a separate professional services agreement and paid for by Client, applying <br />Innovative’s then-current rates for daily/hourly work, as the case may be. <br /> <br />10. Third Party Software. The Software may contain third-party and/or “open source” code provided under <br />third-party license agreements. The terms and conditions of such third-party license agreements will apply to such <br />source code in lieu of these terms, where applicable, and Client is responsible for compliance therewith. A listing of <br />certain third-party and/or open source code contained in the Software, the respective license terms applicable to <br />such code, and certain related notices are included in the documentation and/or Specifications made available to <br />Client by Innovative. Except as required for the authorized use of the Software as contemplated herein, Client may <br />not use any name or trademark of any supplier of third party or open source code without such party’s prior written <br />authorization. <br /> <br />11. Client Configurations. Client will be permitted to use one or more application programming interfaces <br />(APIs) made available by Innovative to configure the Software hereunder in accordance with the Specifications <br />(such configurations or other modifications, “Client Configurations”). Client will not use any other API to modify or <br />configure the Software. No API may be used to create any Client Configuration that, in whole or in part, mimics <br />any material functionality of any software or service developed or marketed by Innovative or that would reasonably <br />be deemed competitive to any software or service developed or marketed by Innovative if th e Client Configuration <br />were to be released to the public market. Innovative disclaims all representations and warranties, express or <br />implied, regarding Client Configurations and assumes no liability whatsoever with respect to Client Configurations. <br />Client agrees to indemnify and hold harmless Innovative from all damages and out-of-pocket costs (including <br />reasonable attorney fees) for any third-party action based on a claim that any Client Configuration infringes a <br />copyright or a patent, or constitutes an unlawful disclosure, use or misappropriation of another party's trade secrets. <br /> <br />12. Back-Up Activities. Except to the extent that Client purchases Innovative’s hosting service or back -up <br />services, Client has the sole responsibility for the maintenance and protection of all data input into the Software, <br />including, without limitation, the making, storing and security of back-up and archive copies of such data and the <br />Software (collectively “Back-Up Activities”), and Client acknowledges Innovative will not perform any Back -Up <br />Activities for or on behalf of Client. <br /> <br />13. General. <br /> <br />a. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the <br />other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent <br />enforcement of rights or subsequent actions in the event of future breaches. <br /> <br />b. Independent Contractor. Client acknowledges that Innovative is at all times an independent contractor and <br />that Client’s relationship with Innovative is not one of principal and agent nor employer and employee. No Innovative <br />personnel will be entitled to participate in any compensation or benefits plan of Client. <br /> <br />c. Force Majeure. Neither party will be liable or responsible for any delay or failure in performance if such <br />delay or failure is caused in whole or in part by fire, flood, explosion, power outage, wa r, strike, embargo, <br />government regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions <br />DocuSign Envelope ID: F014C755-030D-478F-806C-6FB970D9CCD2