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t NEO I SO indirect, or punitive damages arising under this Agreement whether or not the party knows ar should have known of the possibility of the damages. Section 6.12. Membership Agreements. The Governmental Entity understands and agrees that NEOSO may exempt any Member from any provision of a membership agreement, and nothing contained in this Agreement will require NEOSO to deal with other Members of NEOSO solely on the terms or conditions set forth in this Agreement. NEOSO will not be responsible or liable for any loss or damage suffered by the Governmental Entity arising or resulting from the failure of any Member to comply with the terms of its agreement with NEOSO. Section 6.13. Good Faith and Fair Dealin2. In entering into this Agreement, the parties acluiowledge and agree that all aspects of the relationship among the parties contemplated by this Agreement, including the performance of all obligations under this Agreement, will be govenled by the fundamental principle of good faith and fair dealing. No party will take or omit to take any action which unreasonably impairs the ability of any other party to perform its obligations under this Agreement. Section 6.14. Further pocuments. The parties agree that they and their successors and assigns will execute any and all instruments, releases, assignments and consents which may reasonably be required of them in order to carry out the requirements of this Agreement. Notwithstanding expiration or termination of this Agreement, each party must take any and all further actions as are necessary to fulfill its existing obligations, which by their terms require performauce after expiration or termination of this Agreement. Section 6.15. Data Ownership; Confidentialitv. (a) Data Ownership. Upon receipt by NEOSO of any data, NEOSO will be deemed to own the data and inay use it or compile it in any maruier which it sees fit, consistent with its purpose as set forth in its Code of Regulations. (b) Confidentialitv. All data supplied to NEOSO by the Governinental Entity will be deemed to be publicly available information and not subject to any obligation of confidentiality unless otherwise marked as confidential in writing. If data provided to NEOSO by the Governmental Entity is designated as confidential, NEOSO must not disclose the data unless it subsequently becomes available to the public or as required by law, regulation, or court or other governmental order. Section 6.16. Required Insurance. (a) Errors and Omission Liabilitv Insurance. NEOSO must obtain and maintain during the term of this Agreement, and for three years following expiration or termination of this Agreement, at its own expense, errors and omission liability insurance providing protection (at a minimum, in the amount of $1,000,000 per occurrence/$3,000,000 annual aggregate) applicable to any claims, liabilities, damages, costs, or expenses arising out of its performance under this Agreement and any Offering Addendum. This insurance must include coverage of the -11- Northcast Ohio Sourcing O(T'ice I 5422 Easc )Cth St. Suite 150 I p ? 216.581.6200 ? Nv?vNv.neoso.org Cleveland, OH 44125 f ? 216.58I.6213