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in an appropriate, timely, and professional manner in accordance with all applicable laws, industry <br /> standards, and professional requirements. <br /> 5. Storage and Retention of Records. <br /> (a) All materials, data and documentation obtained or generated by CONTRACTOR in the course <br /> of providing the Services, including all computerized records and files ("Records"), will be maintained in a <br /> secure area in accordance with industry standards. <br /> (b) Upon completion of the Services or earlier termination of this Agreement,CONTRACTOR shall, <br /> at CLIENT's option, deliver the Records to CLIENT. Notwithstanding the foregoing, the Records may be <br /> retained as required by applicable law or as otherwise necessary for regulatory or insurance purposes. <br /> 6. Term and Termination. This Agreement shall be effective from the Effective Date until <br /> the third anniversary thereof,unless earlier terminated as provided herein or extended as provided in this <br /> paragraph. Notwithstanding any other provision of this Agreement, both CLIENT and CONTRACTOR shall <br /> each have the right to terminate this Agreement at any time, without cause or penalty, by delivering <br /> written notice of termination to the other party not less than thirty (30) days prior to such termination. <br /> The parties may renew this Agreement upon a mutually executed amendment to the Agreement. <br /> 7. Compensation. CLIENT agrees to pay CONTRACTOR the amounts set forth in the Budget <br /> attached hereto and incorporated herein by reference. CONTRACTOR will invoice CLIENT as per the <br /> schedule defined in the Scope of Work. CLIENT will pay CONTRACTOR within thirty (30) days from its <br /> receipt of CONTRACTOR's invoice. <br /> 8. Confidentiality. Confidentiality will be maintained in accordance with CLIENT <br /> requirements. <br /> 9. Intellectual Property. <br /> Any intellectual property invented, authored, or otherwise created by CLIENT in the <br /> course of performing the Project will be owned by CLIENT. The input content, outputs and results of the <br /> work generated by the EcoMetrics methodology will be owned by CLIENT. The actual methodology <br /> content and cloud-based EcoMetrics platform will remain owned by CONTRACTOR. <br /> 10. Indemnification. <br /> Contractor shall indemnify, defend and hold client, its and affiliates harmless from any and all <br /> claims which client may sustain or incur as the result of contractor's (i)violation of any law, (ii) breach of <br /> this agreement, or (iii) negligent or willful act, omission or conduct, including by any of its personnel, <br /> employees, subcontractors, students or agents (and including in the event of the actual or alleged joint <br /> negligence of client, but only to the extent of contractor's actual proportionate negligence) occurring in <br /> the course of contractor's performance under this agreement. <br /> Client shall indemnify, defend and hold contractor harmless from any and all claims which <br /> contractor may sustain or incur as the result of client's(i)violation of any law,(ii)breach of this agreement, <br /> or(iii) negligent or willful act,omission or conduct, including by any of its personnel, employees or agents <br /> 10 <br />