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OUT OF OR CONNECTED WITH THIS AGREEMENT,
<br />YARD(% MAXIMUM LIABILITY TO CLIENT, REOARD•
<br />LESS OF THE AMOUNT OF LOSS CLIENT MAY HAVE
<br />SUPFERC'D, SHALL NOT EXCEED THE FEES PAID BY
<br />CLIENT TO YARDI PURSUANT TO THIS AGREEMENT
<br />WITHIN THE YEAR PRIOR TO THE EVENT OIVIUO RISE
<br />TO THE LIAGILI,TY.
<br />12,Q sib 11 .
<br />a.
<br />at
<br />Cis aratpp, Client agrees -that, as -bete aon
<br />Yordt and Client, Ynrdi Is and shall remain the 001e and ex-
<br />dualva owner of all tight, lido and Werest in: and to the U -
<br />001180d Programs, Dedveratslas,. Sits, and Licensed Pro.
<br />grams Onculilametgn, and to aft Intallecfusl property rights
<br />In the foregoing. The only rights Client obtains In the Lt.
<br />sensed Programs and U001cmd Programa Documentation
<br />are The licensee granted to Client in (his Agreement,
<br />b. Client's Ownership. Yards agreesthat, as between
<br />Yardl and Client, Clientla and Ohall remain the eoia and
<br />exclusive owner of all right, title and Interest In and to Client
<br />Data, subject to the 1,100mc. grange to Yand for Client Data
<br />U80 Inaaoton 8(a) (Client Data Storage).
<br />9a, indamnlEcsElon,
<br />a. Insistently, Yored agrees to defend, Indemnity and
<br />hOld Client harmlaas from and against any third party alalma,
<br />actions or demands alleging that Client's Use of the LF
<br />conned Programa, Licensed Programs Documentation, and
<br />DOUVatablas In accordance with this Agroament'a terms
<br />Infnngas on a third portYs proprietary information, lrada-
<br />mark, copyright, patent rights or mteliooluai property rights,
<br />or misappropriates a third party`s bade socmis.
<br />h. Indemnity Conditions, }
<br />litigation obligation per this good
<br />lions) is conditioned upon the to
<br />Yards with prompt written "if"
<br />demnlliaadial Is asughl; (IU Yardl
<br />and at Its expanse;
<br />n with Yardt in the
<br />o. injunction. If the Licensed Programs baGama the
<br />Outdoor of 0 patent, hademark, oopywill, or tradesecret
<br />misappropdalbn or Infrmg0ment claim, and such claim re-
<br />sults - or is 1`0400nabiy likely to result - in an Injundton
<br />against Client's mntnued ties of the Licensed Programs,
<br />Yards will (1) replace or modify rte Llcenead Programs to
<br />avoid Ute mlsappropriatcOnfdngament claim, (Il) eenuro
<br />Cilant'o right to continue Use of the Licenced Programs, or
<br />(111) if neither (1) or 111 is commercially practicable, either party
<br />may temtlnate Ihls is
<br />upon written notice to the
<br />other party.
<br />14, f'rOnremmina.Sarvl_,rpa.
<br />a. Programming Services, Yardl provides program.
<br />ming sorvicos Including, without fimtation, database curio,
<br />mzOns, user Interlace customizations, dalebasa reports,
<br />database Others Arid other programmingnen4cen (collective.
<br />N, "Programming services,).
<br />gramming Servlaes, if Inlliallyordered, Ora sat forth In $wv,
<br />dude A. Client will othonvie0 Inillam Programming Service
<br />requests by providing welten notice of tits deafrod services
<br />to Yardl, and Yardl will advise Client of Yardt's availability
<br />and schedule for performing tine programming Services
<br />Programming Ser iOes ore subjeot. to Client's wdttan a00ap.
<br />lance of: (1) Yardro schedule lot meeting Client's Program.
<br />mtng Service re{uest, and (ii) Yardi's Fees for such Pro-
<br />oramming Serrlees.
<br />o. Dolivarabtea License. Subject to Client's full pay,
<br />part Of ail UIVINPUted Fess related to Programming SONIC.
<br />es, Yard) great$ to Client a non exOlUsiva, non transfambm
<br />(excaptas expraseJy provided in this Agretermili limited
<br />Ila6ase far GIIanCs paslgnatad Listing Ic Use the OSUverablas
<br />In connection with thad Vee of Ih0 Licensed Programa,
<br />ant Limitation. Except for the exceptions
<br />Use 16(b) (the "Perrnitlod Exeapflons"),
<br />afther directly or Indirectly) aealgn, sell, core
<br />otherwise transfer Ihla Agreement without
<br />udi's OxprOOD written Percent, which Ynrdi
<br />onably withhold. Except for the Permitted
<br />thampted assignment made without Yard -u
<br />tan consent is Vold and a material brooch of
<br />b. Permitted Exceptions. Subject to the aorrdidrms
<br />.precedent sat forth In this 8001101. IBM (Permitted Exeep,
<br />lions), Client may assign the Licensed Programs without
<br />Yordl'a Prior consent and upon nater: (1) to a wholly owned
<br />subsidiary, or (it) In cannaaton with any merger, acquisition,
<br />or morganlzaton Involving Galant. Any assignment is subject
<br />to the following 001mil ons:: (A) Client, or Cliont's sucossserp
<br />continuing In are same type of hardness that Client was con•
<br />dueling at the little of this Agraemmar; execution, and (D)
<br />Client or Ctlent's successor providing to Yardl a written re t•
<br />option and ossumptan of this Agreamont On a form reason.
<br />16, Outsourom
<br />a. Sower Location. Yardf ressims me right to roost,
<br />the aervers and otter equipmamreaced. to provide the ser
<br />Yhes contemplated by this Agreement either at its facitUas
<br />or at the facilities of lndeppamlant service providers Yerdi
<br />may Change. the location of tbo sennas and -ogler aquipmanl
<br />needed to provide the sarvloot) under this Agreonent at any
<br />time during this Agreement's term; pmvidad that any such
<br />change of locationshall not affect Yardl's obligation, under
<br />this Agreament and ahad not alam.rpt Client's access to the
<br />Site, Client Geta and the Licensed Programs.
<br />a. Mediation. Request; Condition Proosdent In rho
<br />event of a dispute arising outer or related to this Agresmont
<br />which the Parties are unable to fasolVe through direct negc-
<br />tallon, aifhar Party may servo upon Ute other at Ila pdnomel
<br />plecs0fbusinaas a request(ormedladon, Netharpartymay
<br />Ole an action against the atter In any court, or Imllata any
<br />other legal pfaceoding, unless and until the Party aeoking to
<br />do se hes first requested a mediation hearing and made a
<br />good faith effort to complete tie m idlatlon process provided
<br />b. Programming Servicesq� r The Fees for Pro.
<br />C Yardl ,. V411 _ Client
<br />Confj entlal
<br />Da eor Preparation; .July 23, 2009 7:22 AM
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