Kittitas Harris SLS Agreement v1_Final

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CONFIDENTIAL Cayenta Software and Subscription Agreement 2024-01-11 Page 17 of 41 part thereof, in any form, within the possession or control of the Organization have either been returned to Harris or deleted. (b) Despite anything in this Agreement to the contrary, all warranties related to the Software automatically terminate upon the termination of this Agreement. (c) Organization will pay all amounts due under this Agreement up to and through the date of termination and all costs reasonably incurred by Harris in collecting the amounts due to it by Organization (including court costs, attorney fees, and repossession charges to the extent not prohibited by law). (d) Organization shall return to Harris, or at Harris’ option, purge or destroy all copies of any Confidential Information of Harris in its possession or under its control (except as required under any statute or legislation related to retention requirements), and provide a duly authorized certificate of an officer of Organization confirming same within thirty (30) days. (e) Except as otherwise provided in this Agreement, termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect. 13.2 Cancellation or Termination of Subscription or Support Term. Any cancellation and/or termination of either the Initial Subscription Term or the Initial Support Term prior to the end of each such period shall result in the following: an acceleration of all Fees due for each year of the Initial Subscription Term or Initial Support Term, as applicable, that are not already invoiced and/or paid, which amounts will be due immediately. ARTICLE XIV OWNERSHIP 14.1 By Harris. Harris, its service providers, and licensors are and shall at all times remain the owner of all copyright, trademarks, trade secrets, patents and any other intellectual property rights in and to the Cayenta Offerings and related documentation, materials, logos, names and other support materials provided pursuant to the terms of this Agreement. Organization shall acquire no right whatsoever to all or any part of the Cayenta Offerings, or to its underlying software, except the limited right to access and use the Cayenta Offerings in accordance with the terms of this Agreement and Harris and its licensors reserve all rights not expressly granted to Organization. Organization must fully reproduce any copyright or other notice marked on any part of the Documentation or other materials on all authorized copies and must not alter or remove any such copyright or other notice. Organization hereby grants to Harris a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Cayenta Offerings, and into its underlying software, any suggestions, ideas, enhancement requests, recommendations or other feedback provided by Organization relating to the operation of the Cayenta Offerings.