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Confidential Information is contained in e-mail stored on backup tapes or other archival media), but for so long as <br />such receiving party is in possession of such Confidential Information of the other party, the terms of Section 8 <br />(Confidentiality) hereof will continue to restrict the receiving party’s use or disclosure of such Confidential <br />Information. Neither party will be liable to the other for any termination or expiration of this Agreement in accordance <br />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 any <br />material functionality of any software or service developed or marketed by Innovative or that would reasonably be <br />deemed competitive to any software or service developed or marketed by Innovative if the Client Configuration were <br />to be released to the public market. Innovative disclaims all representations and warranties, express or implied, <br />regarding Client Configurations and assumes no liability whatsoever with respect to Client Configurations. Client <br />agrees to indemnify and hold harmless Innovative from all damages and out-of-pocket costs (including reasonable <br />attorney fees) for any third -party action based on a claim that any Client Configuration infringes a copyright or a <br />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. Data Privacy. Innovative follows industry standard privacy practices, available at <br />https://www.iii.com/services-privacy-policy/. <br /> <br />14. Security. Innovative holds the internationally-recognized ISO 27001:2013 standard for its information <br />security management system. Security and compliance is a shared responsibility between Innovative and the Client. <br />Innovative operates, manages and controls the components from the host operating system layer to the networking <br />layer, if Hosting is identified in the Pricing Exhibit. All physical security is managed by Innovative’s hosting partner. <br />The Client assumes shared responsibility and management of the Software. Client should take into consideration <br />the Client Configurations and any third-party application they choose and their responsibility depending on any <br />applicable laws and regulations. Innovative takes reasonable and appropriate administrative, technical and physical <br />measures to protect the confidentiality, integrity and availability of Client’s sensitive information. <br /> <br />15. 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 />DocuSign Envelope ID: F014C755-030D-478F-806C-6FB970D9CCD2