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128619861v2
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<br />program for which existing registration data is available), containing addresses and existing
<br />registration data for all of the Properties subject to the Ordinance, as well as a digital file, in
<br />a format agreeable to MuniReg of every parcel in the Client’s jurisdiction, along with any
<br />other available data that is advisable or necessary for MuniReg to provide the Services and
<br />that is agreed upon by the parties prior to commencement of the Services.
<br />8. Limitation of Liability.
<br />IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO
<br />ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES
<br />(INCLUDNG BUT NOT LIMITED TO DAMAGES TO BUSINESS REPUTATION, LOST
<br />BUSINESS, OR LOST PROFITS), WHETHER FORESEEABLE OR NOT AND HOWEVER
<br />CAUSED, EVEN IF THE PARTY IS ADVISED OF POSSIBILITY THAT SUCH DAMAGES
<br />MIGHT ARISE. MUNIREG’S LIABILITY SHALL IN ALL CASES BE LIMITED TO THE
<br />FEES ACTUALLY RECEIVED BY MUNIREG FOR SERVICES PERFORMED DURING THE
<br />TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE EVENT WHICH GAVE
<br />RISE TO THE CLAIM FOR LIABILITY. NOTWITHSTANDING ANYTHING IN THIS
<br />AGREEMENT TO THE CONTRARY, THE LIMITATIONS CONTAINED HEREIN WILL
<br />NOT APPLY TO: (I) A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR
<br />FRAUD; (II) A BREACH OF SECTION 9 (INTELLECTUAL PROPERTY), SECTION 10
<br />(CONFIDENTIALITY) OR SECTION 12 (NON-SOLICITATION). Any claim by Client arising
<br />from, or relating to, this Agreement or the Services must be brought within one (1) year from the
<br />date such claim arose.
<br />9. Intellectual Property.
<br />(a) Generally. Title to and ownership of the software, system, algorithms, know-
<br />how, trade secrets, and/or technology used by MuniReg to provide the Services contemplated
<br />hereunder, and all related intellectual property rights, rights to patents, copyrights,
<br />trademarks and trade secrets, and rights to any and all ideas, designs, concepts, techniques,
<br />discoveries, inventions, enhancements, improvements, products, computer programs,
<br />procedures, specifications, data, memoranda, and other materials, whether or not patentable,
<br />related to the foregoing (collectively, the “Intellectual Property Rights”) shall remain with
<br />and shall be the property of MuniReg and/or the owner of third party content or software
<br />which is incorporated into or provided with the Intellectual Property Rights, as the case may
<br />be. Nothing herein shall be construed as a transfer, assignment, or license of any Intellectual
<br />Property Rights of MuniReg, or any of its principals or affiliates, to Client, or any its
<br />principals, agents, employees, representatives, or affiliates (including by estoppel), except as
<br />specifically provided in Section 9(b) below. For clarification, Intellectual Property Rights
<br />belonging to MuniReg will also include any suggestions, ideas, enhancement requests,
<br />feedback, recommendations or other information that the Client or its principals, agents,
<br />affiliates, employees, representatives, or affiliates may provide relating to the features,
<br />functionality or operation of the Services.
<br />(b) License to Client. Notwithstanding Section 9(a), but subject in all cases to
<br />Client’s payment of all fees or other amounts owed to MuniReg hereunder, MuniReg
<br />hereby grants to Client a revocable royalty-free, non-exclusive, transferable right and
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