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of the Customer testing period unless specific problems are documented in writing to
<br />AssetWorks.
<br />Diligent analysis of suspected problems to determine their specific nature and
<br />possible causes before calling the AssetWorks for assistance. Notwithstanding this
<br />diligence requirement, Customer is responsible for informing AssetWorks of any
<br />problems encountered in a timely manner.
<br />6. OWNERSHIP OF SOFTWARE AND DATA
<br />Customer shall not obtain any ownership rights, title or interest in the software, hardware or systems
<br />developed or employed by AssetWorks in providing Services under the Agreement. AssetWorks shall
<br />not obtain any ownership rights, title or interest to Customer's data files. Upon expiration or termination
<br />of the Agreement for any reason, AssetWorks agrees to provide Customer with a copy of Customer's
<br />data files, as they exist at the date of expiration or termination or in another format mutually agreed
<br />upon by the Parties. All client data will be hosted at Microsoft Azure Cloud Solutions based in the United
<br />States of America.
<br />7. WARRANTY DISCLAIMER/LIMITATION OF LIABILITY
<br />Except as expressly set forth herein, AssetWorks disclaims all warranties relating to the services or
<br />deliverables provided hereunder, including but not limited to any warranty of fitness for a particular
<br />purpose or merchantability. AssetWorks shall not be liable for any punitive, indirect, incidental, special
<br />or consequential damages, including but not limited to lost data or lost revenues or profits, however
<br />arising, even if AssetWorks has been advised of the possibility of such damages. To the fullest extent
<br />permitted by applicable law, AssetWorks shall defend and indemnify Customer from any and all claims,
<br />demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity,
<br />to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident
<br />to any alleged acts, errors or omissions, or willful misconduct of AssetWorks, its officials, officers,
<br />employees, subcontractors, or agents in connection with the performance of AssetWorks services
<br />pursuant to this Agreement ("Claims"). In addition, AssetWorks shall defend, with counsel approved by
<br />Customer, at AssetWork's own cost, expense, and risk, any and all Claims that may be brought or
<br />instituted against the Customer. AssetWorks shall pay and satisfy any judgment, award or decree that
<br />may be rendered against Customer as part of any Claims. AssetWorks shall also reimburse Customer
<br />for the cost of any settlement paid by Customer as part of any such Claims. Such reimbursement shall
<br />include payment for Customer's attorney's fees and costs, including expert witness fees. AssetWorks
<br />shall reimburse Customer for any and all legal expenses and costs incurred by each of them in
<br />connection therewith or in enforcing the indemnity herein provided. To the fullest extent permitted by law,
<br />Customer shall defend and indemnify AssetWorks from any and all claims, demands, causes of action,
<br />costs, expenses, liability, loss, damage or injury of any kind, in law or equity arising from Customer's
<br />use of the Services. The parties acknowledge and agree to the foregoing liability risk allocation. Any
<br />claim by Customer against AssetWorks relating to this agreement must be made in writing and
<br />presented to AssetWorks within six (6) months after the date on which this Agreement expires or is
<br />otherwise terminated.
<br />8. TERMINATION FOR DEFAULT
<br />A Default shall occur if: (1) a party fails to perform any of its material obligations under the Agreement
<br />and such failure remains uncured for 30 days after receipt of written notice thereof; or
<br />(2) a party ceases to conduct business, becomes or is declared insolvent or bankrupt, is the subject of
<br />any proceeding relating to its liquidation or insolvency, which is not dismissed within 90 days or makes
<br />an assignment for the benefit of creditors.
<br />If Default occurs, the non -defaulting party, in addition to any other rights available to it under law or
<br />equity, may withhold its performance hereunder or may terminate the Agreement by written notice to
<br />the defaulting party. Unless otherwise provided in the Agreement, remedies shall be cumulative and
<br />there shall be no obligation to exercise a particular remedy.
<br />REV: 08-16-2021 MI
<br />ATTY/AGR.2021.216/Assetworks, LLC (Page 3 of 12)
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