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DocuSign Envelope ID: 1 F5180CC-F9F6-4D55-A9A8-581 CB73213A5 <br /> (Client Configurations) and Section 13 (General). Within 30 (thirty) days of receipt 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 /> 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 /> 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 /> 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 the 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 /> 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 /> 13. General. <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 /> 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 /> C. Force Maieure. 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, war, strike, embargo, <br /> government regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions <br />