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3. TITLE <br /> Tttte to the PRODUCT and any reproduction lheteoi, ali property riQhts therein, and ali materials supp)led <br /> to the CLlEN7 under lhis AgreemeM Shall remain the sole propeny of PMS. All copyright, patent,trade secret <br /> and other intelleduai and proprietary rights in the PRODUCT are and remain the valuabie property ot PMS. <br /> 4. NON-DlS�LO_ SUR� <br /> The CLIEPIT understands end agrees Ihat the PRODUCT constitutes proprietary inforrnalion and irade <br /> secrets of PMS. The CLIENT egrees to keep eonfidential and to exercise its best efiorts to prevent and <br /> proteet the PRODUCT, o� any part ihereof, irom disctosure to any person ather lhen the CLfENT'S <br /> employees having need for disclosure incident to the CLIENT'S use of the PRODUCT, In otder to <br /> � prevenl unautho�ized use, PMS may inslall stich sBCutify devices as they deem necessary. <br /> 6. I.IMIT9 OF 41ABILITY <br /> No war�anty of any kind, either expressed or Implied, inciuding, but not limited Io the implied wa�ranties <br /> of inerchantability and f(iness tor a particuler purpose shall apply unless such warranty fs ln writing and <br /> signed by both parties. PMS shall have no fiability or responsibility to Ihe CLIENT or any third party with <br /> respect to any loss or damage caused by the PRODUCT including but not limited !o any interruption of <br /> service, loss of business, or anticipatory profits, special,.indirect or consequential damages resulti�g trom <br /> the use or operation of the PRODUCT. (For example, this includes, but is not limited to, action taken <br /> against the City due to pavement repairs being implemented adjacenl to a business prope�ty on the <br /> recommendation of the Super PMS softwere that contributes to a loss ot business). In the event of e breach <br /> of any wa�ranty PMS's entire liability and the CLIENT'S exclusive remedy shall be the right to terminate ihis <br /> Agr88ment by returning the PRODUCT and obtaining a refund of monies paid to PMS ior the PRODUCT. <br /> 6. RESTRICTED��E <br /> The PRODUCT witl be used by the CLIENT to process or an�lyzP dala coltected within 1he jurisdiction of <br /> the CLIENT for the CLIENT'S intemal purposes and no other. The oufput from the PRODUCT may be <br /> provided to a thlyd party who is doing desifln work for the CLIENT tor Ihe period of the working <br /> errangement. Under no circumstances shall the CLIENT use the PROOUCTS to provlde services, to any <br /> third pariy, retated to pavem�nt data, needs or evalualion analysis. <br /> 7. TERM <br /> This AGREEMENT is effeciive trom the date oi its accepiAnce by PMS and shall remaln in forCe until <br /> terrnlnated by either party as provided herein. However, the lerms and conditions of this AGREEMENT <br /> under paragraphs 3,4 and 8 shatl continue In full torce and effect and shafl survive the termination of this <br /> AGREEMEN7 and any Schedute(s)that become a pari ol this AGREEMENT, <br /> 6.TERMtN 7A ION <br /> (a) Jf either party shall bo in default of its obfigations under this AGREEMENT and such default <br /> wntinues tor thirty (30} days atter wriiten not�ce thereof by the other party, this AGF2EEMENT may <br /> thereupon be terminated by such other pany. <br /> (b) Upon any termination of ihis AGREEMENT, the CUENT shall deliver to PMS forthwilh all the ' <br /> PR4DUCT, copies, materiels, reproductiorts and modifications held by the CUENT and shall warrant in <br /> wrili�g to PMS ihat alf copies thereof have been retumed to PMS or destroyed. <br /> S.GENERAI,PROVISiON3 <br /> (a) Neithes party shall be held responsible for any delay in performance hEreunder arising out of <br /> causes beyond its cont�ol and wi►ho�it its fault ar negligence. SuCh causes may include, but are not <br /> limited to, ftres, St�ikes, embargoes, acts of God, inabitity to secure transpo�iation facilities or other <br /> causes beyond the control ot either party. <br /> 2 <br />