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(c) Licensee shall protect the deliverables resulting from Services with at least the <br />same degree of care and confidentiality, but not less than a reasonable standard of <br />care, which Licensee utilizes for Licensee's Confidential Information. <br />(d) The terms of this Section 12 shall survive termination of this Agreement. <br />Licensor and Licensee acknowledge that any breach of this Section 12 by <br />Licensee will irreparably harm Licensor. Accordingly, in the event of a breach,, <br />Licensor is entitled to promptly seek injunctive relief in addition to any other <br />remedies that the disclosing party may have at law or in equity. <br />13. RELATIONSHIP BETWEEN THE PARTIES <br />Licensor is, and at all times shall remain, an independent contractor solely responsible <br />for all acts of its employees, agents, or sub consultants, including any negligent acts <br />or omissions. Licensor is not Licensee's agent„ and shall have no authority to act on <br />behalf of the Licensee, or to bind the Licensee to any obligation whatsoever, unless <br />the Licensee provides prior written authorization to Licensor. Licensor is not an <br />officer or employee of Licensee and Licensor shall not be entitled to any benefit, <br />right, or compensation other than that provided in this Agreement, <br />14. CONFLICTS OF INTEREST PROHIBITED <br />Licensor (including its employees, agents, and sub Licensors) shall not maintain or <br />acquire any direct or indirect interest that conflicts with the performance of this <br />Agreement. <br />15. COMPLIANCE WITH LAW AND STANDARD OF CARE <br />Licensor shall comply with all applicable legal requirements including all federal, <br />state, and local laws (including ordinances and resolutions), whether or not said laws <br />are expressly stated in this Agreement. Licensor shall perform services under this <br />Agreement using a standard of care equal to, or greater than, the degree of skill and <br />diligence ordinarily used by reputable professionals, with a level of experience and <br />training similar to Licensor, performing under circumstances similar to those required <br />by this Agreement. Licensor certifies that its employees have the training and <br />Coplogic — OORS Setup and License Agreement 8 <br />