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Licensee and /or to enter into an agreement with Licensee, as set forth above, shall <br />constitute a complete waiver by Licensor of any nondisclosure or confidentiality tights <br />hereunder with respect to such information, and such information shall be disclosed by <br />Licensee pursuant to applicable procedures required by the Public Records Act. <br />(c) Licensee shall protect the deliverables resulting from Services with at least the same <br />degree of care and confidentiality, but not less than a reasonable standard of care, which <br />Licensee utilizes for Licensee's Confidential Information. <br />(d) The terms of this Section shall survive termination of this Support and Maintenance <br />Agreement, Licensor and Licensee acknowledge that any breach of this Section by <br />Licensee will irreparably harm Licensor. Accordingly, in the event of a breach, Licensor <br />is entitled to promptly seek injunctive relief in addition to any other remedies that the <br />disclosing party may have at law or in equity. <br />TERMINATION <br />20. The Licensee may terminate this Support and Maintenance Agreement at any time and for <br />any reason upon thirty (30) days prior notice to Licensor. <br />In the event of a material default by the Licensee under this Support and Maintenance <br />Agreement, Licensor may terminate this Support and Maintenance Agreement upon thirty <br />(30) days prior notice to Licensee, provided that Licensee has been given thirty (30) days' <br />notice to cure the default. <br />21. Licensor shall indemnify, hold harmless, and defend, with counsel acceptable to Licensee, <br />the Licensee (including its elected officials, officers, agents and employees) from and against <br />any and all claims (including all litigation, demands, damages, liabilities, costs, and <br />expenses, and including court costs and attorney's fees) resulting or arising from <br />performance, or failure to perform, under this Support and Maintenance Agreement. <br />Should any claim subject to indemnity be made against Licensee, agrees to provide Licensor <br />with prompt written notice of the claim. Licensor will control the defense and settlement of <br />any claim with respect to which it has a duty to indemnify under this Section. The Licensee <br />agrees to cooperate with Licensor and provide reasonable assistance in the defense and <br />settlement of such claim. Licensor is not responsible for any costs incurred or compromise <br />made by the Licensee unless Licensee has given Licensor prior written consent to the cost or <br />compromise. <br />LIMITATION Or LIABILITY <br />22. In no event shall Licensor be liable for any indirect, special, incidental, or consequential <br />damages in connection with this Support and Maintenance Agreement or the performance or <br />failure to perform under this Agreement, even if advised of the possibility of such damages. <br />To the extent permitted by law, Licensor's total aggregate liability in connection with any <br />cause of action, costs or damages relating to this Support and Maintenance Agreement shall <br />Coplogic — UORS Setup and .Subscription License Agreement (AST 11.20.15) 15 <br />25E -17 <br />