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<br />performance indicators reports, employee manuals, employee training materials, <br />employee performance evaluations, financial forecasting formulas, Manager's internal <br />databases or contact lists (this does not include member data and lists), Manager's <br />operations manuals, or other intellectual property developed by and maintained by the <br />Manager and which it may use in its regular course of business to provide services to <br />clients similar to Owner. Any obligations of the parties that are specifically intended to survive <br />expiration or termination of this Agreement shall survive expiration or termination hereof. <br /> <br /> 4.4 Suspension. Owner may suspend any portion of this Agreement at any time for <br />Owner’s convenience and without penalty to Owner upon three (3) days’ notice to Manager. <br />Upon any suspension by Owner, Manager shall discontinue the activities related to the <br />suspended portion and shall not resume such activities until notified to proceed by Owner. <br />Each such suspension shall not exceed fifteen (15) consecutive calendar days. <br /> <br /> 4.5 Subsequent Contract. If the Owner intends, upon termination or expiration of <br />the Term, to continue to provide management at the Facility through a private provider and <br />this Agreement has not been terminated upon a default by Manager then the Owner may, <br />during the final year of the Term (unless the parties mutually agree to renew as provided <br />herein), negotiate and discuss in good faith a new contract or arrangement with Manager <br />for the provision of such services following the completion of such term. The Owner’s option <br />to negotiate with Manager is not intended to guarantee any contract rights for a future <br />contract with Manager or any specific terms of a new contract. The Owner may contract with <br />Manager or extend a contract with Manager in its sole and absolute discretion. Should <br />Owner elect to negotiate with a different private provider for management services at the <br />Facility the Manager shall in good faith cooperate with Owner in such negotiations through <br />the timely provision of documentation and information to Owner and shall fully cooperate <br />with any such subsequent private party manager in transitioning management of the Facility <br />to the new manager. <br /> <br /> <br />ARTICLE 5 OWNERSHIP; MANAGEMENT; AND USE OF THE FACILITY <br /> <br />5.1 Ownership of Facility, Data, Equipment, and Materials. The Owner will at all <br />times retain ownership of the Facility, including but not limited to real estate, technical <br />equipment, furniture, displays, fixtures and similar property, including improvements made <br />during the Term, at the Facility. Any data, equipment or materials furnished by Owner to <br />Manager or acquired by Manager as an Operating Expense shall remain the property of <br />Owner and shall be returned to Owner when no longer needed by Manager to perform <br />under this Agreement. Notwithstanding the above, Owner shall not have the right to use any <br />third- party software licensed by Manager for general use by Manager at the Facility and <br />other facilities managed by Manager, the licensing fee for which is proportionately <br />allocated and charged to the Facility as an Operating Expense; such software may be <br />retained by Manager upon expiration or termination hereof. <br /> <br />5.2 Management of the Facility. Subject to the terms of this Agreement, Manager <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE