Kittitas equivant PSA 12082017 Final EQ Signed

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Rev. 06022016 3 of 15 Disclosure Agreement (“NDA”) in the form and content of Exhibit C attached hereto and incorporated by reference. The NDA is independent of this Agreement and shall survive the termination of this Agreement. Nothing in this Agreement or in any such NDA shall be deemed to restrict or prohibit from providing to others services and deliverables the same as or similar to the Services and Deliverables as described in the Agreement. 7. INTELLECTUAL PROPERTY a. As used herein, “Intellectual Property” shall mean inventions (whether or not patentable), works of authorship, trade secrets, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated into any Deliverable wh ether or not first created or developed by in providing the Services. b. CUSTOMER and shall each retain ownership of, and all right, title , and interest in and to, their respective pre-existing Intellectual Property. No license therein, whether express or implied, is granted by this Agreement or as a result of the Services performed hereunder. To the extent the parties wish to grant to the other rights or interests in pre - existing Intellectual Property, separate license agreements on mutu ally acceptable terms will be executed. c. grants to CUSTOMER a royalty-free, paid up, worldwide, perpetual, non - exclusive, non-transferable license to use any Intellectual Property incorporated into any Deliverable, solely for CUSTOMER’s use of that Deliverable for its internal business purposes. shall retain ownership of and unrestricted right to use any Intellectual Property derived in any fashion or manner hereunder, including from its pre-existing Intellectual Property. The Services performed and any Deliverables produced pursuant to this Agreement are not “works for hire.” 8. TAXES a. In no event whatsoever shall be liable for sales, use, business, gross receipts or any other tax that may be levied by any State or Federal Government entity against a contractor to such governmental entity other than taxes upon income earned by for the goods and/or services provided pursuant this Agreement. This exclusion of tax liability is also applicable to any goods and/or services that may be provided by under any later amendment hereto regardless of changes in legislation or policy. b. In the event a taxing authority conducts an audit of this Agreement and determines that an additional tax should have been imposed on the Services or Deliverables provided by to CUSTOMER (other than those taxes levied on ’s income), CUSTOMER shall reimburse for any such additional tax, including interest and penalties thereon. Similarly, if a taxing authority determines that a refund of tax is due as it relates to the Services or Deliverables provided by to CUSTOMER (except those taxes relating to ’s income), shall reimburse CUSTOMER such refund, including any interest paid thereon by the taxing authority.