R2025-316 Resolution Authorizing an Agreement with Novotx, LLC, to Provide Asset Management Software and Implementation Services, City Project 2024-32

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paid for the period affected by the termination. FORESEEABLE OR NOVOTX HAS BEEN ADVISED OF Notwithstanding the foregoing, Novotx will have no THE POSSIBILITY OF SUCH DAMAGES. obligation under this Section 7.1 or otherwise with respect 9. CONFIDENTIALITY to any infringement claim based upon: (i) use of the Licensed Software not in accordance with this Agreement; 9.1 Confidentiality Obligations. Each party agrees (ii) use of the Licensed Software in combination with to maintain any Confidential Information received from the products, equipment, software, data. or services not other party in confidence using the same degree of care supplied by Novotx; (iii) use of any release of the Licensed that it uses to maintain its own Confidential Information in Software other than the most current release made confidence, but in no event not less than reasonable care. available to Licensee; or (iv) modification of the Licensed The recipient of any Confidential Information shall not Software by any person other than Novotx or its disclose such Confidential Information to any third party authorized agents or subcontractors, THIS SECTION 7.1 without prior written approval of the disclosing party or use STATES NOVOTX'S ENTIRE LIABILITY AND such Confidential Information for any purpose not LICENSEE'S EXCLUSIVE REMEDY FOR ANY CLAIMS contemplated by this Agreement. The foregoing OF INFRINGEMENT. restrictions shall not apply to any information for which the 7.2 Third-Party Claims. Licensee will defend at its receiving party can document: (i) was already lawfully own expense any action against Novotx brought by a third known to the receiving party at the time of disclosure by party arising out of Licensee's use of the Licensed the disclosing party; (ii) is disclosed to the receiving party Software except to the extent that the action is covered by a third party who had the right to make such disclosure under Section 7.1. and Licensee will pay those costs and without any confidentiality restrictions; (iii)is, or through no damages finally awarded against Novotx in any such fault of the receiving party has become, generally action that are specifically attributable to such claim or available to the public; or (iv) is independently developed those costs and damages agreed to in a monetary by the receiving party without access to, or use of, the settlement of such action. disclosing party's Confidential Information. In addition, the receiving party may disclose Confidential Information of 7.3 Conditions. The indemnifying party's obligations the other party to the extent required by applicable law or under this Section 7 are conditioned on the other party: (i) regulation; provided that the party required to make such notifying the indemnifying party promptly in writing of the disclosure gives the other party prompt written notice and action for which defense or indemnity is sought; (ii) giving sufficient opportunity to object to such disclosure, or to the indemnifying party sole control of the defense thereof request confidential treatment. and any related settlement negotiations; and (iii) cooperating and, at the indemnifying party's request and 9.2 Return of Confidential Information. The expense, assisting in such defense. receiving party will return to the disclosing party or destroy all Confidential Information of the disclosing party in the 8. LIMITATION OF LIABILITY. NOVOTX'S TOTAL receiving party's possession or control and permanently CUMULATIVE LIABILITY IN CONNECTION WITH ANY erase all electronic copies of such Confidential Information LICENSED SOFTWARE, ADDITIONAL MATERIALS; OR promptly upon the written request of the disclosing party MAINTENANCE AND SUPPORT OR OTHER SERVICES upon the expiration or termination of the Agreement. The PROVIDED UNDER THIS AGREEMENT. WHETHER IN receiving party will certify in writing signed by an officer of CONTRACT, TORT OR OTHERWISE, WILL NOT the receiving party that it has fully complied with its EXCEED THE AMOUNT OF FEES PAID BY LICENSEE obligations under this Section 9.2. TO NOVOTX UNDER THIS AGREEMENT FOR THE 10. TERM AND TERMINATION LICENSE OF THE LICENSED SOFTWARE OR (IF APPLICABLE) FOR THE RELEVANT SERVICES. IN NO 10.1 Term. The term of the Agreement will begin on EVENT WILL NOVOTX BE LIABLE TO LICENSEE OR the Effective Date and will continue in force until the ANY THIRD PARTY CLAIMING THROUGH LICENSEE expiration of the License Term (as the same may be FOR ANY CONSEQUENTIAL, INDIRECT. EXEMPLARY, renewed in accordance with this Agreement)or indefinitely PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES. OR if the License Term is perpetual, subject to termination as FOR ANY LOST, DAMAGED OR CORRUPTED DATA, provided in Section 10.2. LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL OR REPUTATION, BUSINESS 10.2 Termination. INTERRUPTION, WASTED MANAGEMENT TIME. DATA (a) For Breach. Either party may terminate the CONVERSION ISSUES. DAMAGE TO LICENSEE'S License Term and this Agreement if the other party COMPUTERS OR COMMUNICATIONS NETWORK, OR breaches any material provision of the Agreement and COSTS OF PROCUREMENT OF SUBSTITUTE GOODS does not cure such breach within thirty (30) days after OR SERVICES, ARISING FROM OR RELATING TO receiving written notice thereof. THIS AGREEMENT OR THE LICENSED SOFTWARE, ADDITIONAL MATERIALS. MAINTENANCE AND (b) Evaluation Licenses. If the License Type is a SUPPORT, OR OTHER SERVICES PROVIDED non-production beta and/or evaluation license. the License HEREUNDER. HOWEVER CAUSED AND UNDER ANY Term and this Agreement may be terminated •by Novotx at THEORY OF LIABILITY. INCLUDING BUT NOT LIMITED any time, and will automatically expire (without renewal TO NEGLIGENCE, TORT, INTENTIONAL option, unless otherwise specified in the Sales Order) at MISCONDUCT, STRICT LIABILITY. CONTRACT OR the end of the stated License Term. License is under no OTHERWISE. EVEN IF SUCH DAMAGES WERE obligation to purchase a paid license during the evaluation License Term, but must do so in order to continue using 5