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AMS – TMA Terms Document <br />5 <br /> <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 /> <br /> <br /> <br />6. Data: <br /> <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 /> <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 /> <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 /> <br /> <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 /> <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 /> <br />C. The Company shall not be liable for indirect, special, incidental, or consequential <br />damages. <br /> <br />D. The aggregate liability shall not exceed the amount the Customer paid the <br />Company for the Professional Services. <br /> <br /> <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 />DocuSign Envelope ID: D1041CA6-DBD4-42BE-8B32-7C592BF2BA15DocuSign Envelope ID: 3E613CA5-0A37-4CD3-890F-47CC5E2F38B1