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8.5. Duration. Each Party's obligations with respect to Confidential Information shall continue for the term of this Agreement
<br /> and for a period of five(5)years after termination of this Agreement,provided however,that with respect to Trade Secrets,
<br /> each Party's obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret.
<br /> 8.6. Return of Confidential Information.Upon the written request of a Party(and except as otherwise specifically set forth in an
<br /> applicable Order),each Party shall return or destroy(and certify such destruction in a signed writing)any of the other Party's
<br /> Confidential Information unless retention of such information is required by law,regulations,and/or an order from a court,
<br /> regulator,tribunal or other authority that has jurisdiction over Agency or Provider.
<br /> 8.7. Injunctive Relief. In the event of a breach or a threatened breach of the confidentiality or privacy provisions of this
<br /> Agreement,the non-breaching Party may have no adequate remedy in monetary damages and,accordingly, may seek an
<br /> injunction against the breaching Party.
<br /> 8.8. Other. During the term of this Agreement and subject to approval by Agency,Agency agrees to serve as a reference for the
<br /> Services,which may include(i)reference calls with mutually acceptable prospects;(ii)a published"success story"describing
<br /> the partnership with Provider; (iii)the use of Agency's name in Provider marketing activities;or(iv) a favorable reference
<br /> of Provider to an industry analyst or at an industry conference.
<br /> 9. PROVIDER AUDIT RIGHTS.
<br /> Agency understands and agrees that,in order to ensure Agency's compliance with the Agreement,as well as with applicable laws,
<br /> regulations and rules, Provider's obligations under its contracts with its data providers, and Provider's internal policies, Provider
<br /> may conduct periodic reviews of Agency's use of the Services and may,upon reasonable notice,audit Agency's records,processes
<br /> and procedures related to Agency's use,storage and disposal of the Services and information received therefrom.Agency agrees
<br /> to cooperate fully with any and all audits and to respond to any such audit inquiry within ten (10) business days, unless an
<br /> expedited response is required.Violations discovered in any review and/or audit by Provider will be subject to immediate action
<br /> including,but not limited to,invoicing for any applicable fees(if Services are based on number of users and Agency's use exceeds
<br /> licenses granted), suspension or termination of the license to use the Services, legal action, and/or referral to federal or state
<br /> regulatory agencies.
<br /> 10. REPRESENTATIONS AND WARRANTIES.
<br /> Agency represents and warrants to Provider that Agency is fully authorized to disclose Reports,information,and related data or
<br /> images to Provider in accordance with this Agreement and to grant Provider the rights to provide the Services as described herein.
<br /> Where redaction of Reports is required prior to provision to Provider,Agency represents and warrants it will redact applicable
<br /> Reports consistent with all laws and regulations. In performing their respective obligations under this Agreement, each Party
<br /> agrees to use any data and provide any Services, in strict conformance with applicable laws, regulations,and/or an order from a
<br /> court, regulator,tribunal or other authority that has jurisdiction over Agency or Provider and consistent with the terms of this
<br /> Agreement.
<br /> 11. LIMITATION OF WARRANTY.
<br /> FOR PURPOSES OF THIS SECTION, "PROVIDER" INCLUDES PROVIDER AND ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES,
<br /> AND DATA PROVIDERS.THE SERVICES PROVIDED BY PROVIDER ARE PROVIDED"AS IS"AND WITHOUT ANY WARRANTY,EXPRESS,
<br /> IMPLIED, OR OTHERWISE, REGARDING ITS ACCURACY OR PERFORMANCE INCLUDING WITHOUT LIMITATION ANY IMPLIED
<br /> WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,SUITABILITY,ORIGINALITY,OR OTHERWISE,OF ANY
<br /> SERVICES,SYSTEMS,EQUIPMENT OR MATERIALS PROVIDED HEREUNDER.
<br /> 12. LIMITATION OF LIABILITY.
<br /> To the extent permitted by applicable law,Provider's entire liability for any claims(s)resulting from its acts or omissions,including,
<br /> but not limited to negligence claims under this Agreement shall not exceed the total amount of Fees actually received by Provider
<br /> from Agency (excluding pass through or out of pocket expenses) for the specific Services from which liability arises during the
<br /> twelve (12) month period immediately preceding the event first giving rise to such liability, and if not yet in the twelfth (12th)
<br /> month of this Agreement,for the period leading up to such event.To the extent the relevant Services are made available at no
<br /> cost to Agency,then in no event shall Provider's liability to Agency under this Agreement exceed one hundred dollars($100.00)
<br /> in the aggregate.This limitation of liability will not apply to any claims,actions,damages, liabilities or fines relating to or arising
<br /> Confidential—Law Enforcement Agreement(Q3.23.V3) Page 6 of 9
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