Item 24 - Approve Agreement for Learning Management System

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12. Effect of Termination a. Upon the expiration or termination of this Agreement, i. all rights granted to CLIENT under this Agreement will immediately terminate; ii. CLIENT will cease any further use of the Services. b. At MERIDIAN'S request, CLIENT will verify in writing to MERIDIAN that CLIENT has taken the actions described in Section 12(a)(ii). MERIDIAN may destroy or otherwise dispose of any of the CLIENT Data in its possession unless MERIDIAN receives, no later than ten (10) business days after the effective date of the termination of this Agreement, a written request for the delivery to the CLIENT of the then most recent back-up of the CLIENT Data. MERIDIAN shall use reasonable commercial efforts to deliver the back-up to the CLIENT within thirty (30) calendar days of its receipt of such a written request, provided that the CLIENT has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The CLIENT shall pay all reasonable expenses incurred by MERIDIAN in returning or disposing of CLIENT Data. The accrued rights of the parties at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced. The rights and obligations of each of the parties set forth in Sections 2, 3, 4, 5, 6, 7, 8, 10, 12, 13, 14, 17, 18, 20, 21, 23, 24 and 25 and any other Section or Statement herein that by its nature is intended to survive will survive the expiration or termination of this Agreement. Any payments owed by CLIENT as of the termination date shall become immediately due and payable. 13. Limitation of Liability Except in the case of an infringement by client of any of meridian's proprietary rights, neither party will be liable to the other party for any lost profits, lost data or special, indirect, incidental, consequential or punitive damages of any nature, for any reason, including, without limitation, the breach of this agreement or any termination of this agreement, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability) or otherwise, even if such party has been warned of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy of any kind. except as expressly set forth herein, all remedies, including, without limitation, the termination of this agreement and all of the remedies provided by law (and not excluded pursuant to the foregoing sentence) will be deemed cumulative and not exclusive. in no event will the liability of meridian under this agreement exceed the total fees paid by client hereunder during the twelve (12) months prior to the date any claim is made against MERIDIAN. 14. Government Use/Procurement a. MERIDIAN provides the Service and access to the Software for ultimate U.S. Government end use solely in accordance with the following: Government technical data and software rights related to the Service and the Software include only those rights customarily provided to the public as