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9.3.1 procure the right for Customer to continue to use the Software affected; 9.3.2 change or replace all or any part of the Software; or 9.3.3 terminate this Contract immediately upon written notice in respect of the affected Software. 9.4 Clauses 9.2 and 9.3 state the entire liability of Civica to Customer in respect of any claim as contemplated by Clause 9.2. 10. Customer Data 10.1 Civica acknowledges that title and all copyright and other intellectual property rights in Customer Data will remain at all times owned by Customer. Civica further acknowledges the sensitivity of all Customer Data and commits that all data will be safeguarded as it would safeguard its own proprietary information. Customer acknowledges that Civica does not desire to process protected health information or other personal information or personal data; Customer represents that Customer Data will not include such information, and Customer will not provide or otherwise make such information available to Civica or otherwise through the Products, Software, or Services. 10.2 Customer grants to Civica a non-exclusive, non-transferrable, royalty -free license for the term of this Contract to use, copy, reproduce, adapt and modify Customer Data for purposes of this Contract. 10.3 Civica will immediately permanently delete or destroy, all Customer Data in the possession or control of Civica or its agents or contractors upon receiving a written request from the Customer. 10.4 Civica will, at no additional cost to Customer, comply with Customer's reasonable security requirements for the handling of Customer Data. 10.5 Civica will, upon receipt of a written request from Customer and upon payment of Civica's reasonable costs, return to Customer all Customer Data in the possession or control of Civica or its agents or contractors 10.6 Civica will, at its own cost, do all things and execute all documents necessary or convenient for the purpose of giving effect to this clause 10. 11. Confidentiality 11.1 Both parties shall keep the other party's Confidential Information confidential and unless it has the prior written consent of the other shall: 11.1.1 not use or exploit the Confidential Information in anyway except for carrying out its obligations under this Contract; 11.1.2 not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Contract; 11.1.3 not copy, reduce to writing or otherwise record the Confidential Information except as necessary for this Contract; and 11.1.4 not use, reproduce, transform, or store the Confidential Information in an externally accessible computer system or transmit it in any form or by any means whatsoever outside of its usual places of business. 11.2 A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 11.2 it takes into account the reasonable requests of the other party in relation to the content of this disclosure. 11.3 If either party becomes aware of a breach of this clause it shall promptly notify the other and give all reasonable assistance in dealing with such breach. 12. Payment Terms 12.1 All prices referred to in this Contract are expressed in US Dollars and are exclusive of taxes which are payable by Customer in accordance with the then current legislation. If the Customer is currently exempt by law from state sales and excise taxes, the Customer is responsible for providing proof of such exemption to Civica. 12.2 Except as otherwise specified in Schedule 2 as being due on specific dates, or in advance of a date or event, all invoices shall be due for payment within 30 days of the date of the invoice(s) without Mayfield Village - August 2020 Contract Terms & Conditions.docx Commercial in Confidence Page 8 of 19