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to the Solution that results from the actions or omissions of Client or any of its personnel,and(iii)notify LeaseQuery promptly of any
<br /> unauthorized access or use.
<br /> 3,5 Cooperation with Provision of Professional Services. If Client purchases Professional Services, Client shall cooperate
<br /> reasonably and in good faith with LeaseQuery in the execution of the Professional Services by,without limitation, (i) attending and
<br /> actively participating in scheduled meetings;(ii)promptly providing complete,accurate and timely information,data and responses as
<br /> requested by LeaseQuery;and(iii)promptly completing any other tasks or approvals that are reasonably necessary to enable LeaseQuery
<br /> to efficiently complete the Professional Services.
<br /> 3.6 Client Subsidiaries.The party named on the signature page of this Agreement on behalf of Client(i)represents and warrants
<br /> that it has the authority to enter into this Agreement and any Sales Order on behalf of each of its Client Subsidiaries and bind each such
<br /> Client Subsidiary to the terms and conditions of this Agreement and any applicable Sales Order, (ii) shall be jointly and severally
<br /> responsible for each such Client Subsidiary,and(iii)shall ensure that each such Client Subsidiary complies with the terms and conditions
<br /> of this Agreement and any applicable Sales Order.
<br /> 3.7 Purchase by Client Affiliates of LeaseQuery Products and Services.If any Client Subsidiary or affiliate of Client(or,with
<br /> respect to customers subject to the GASB's financial reporting requirements,any related governmental entity)wishes to incorporate the
<br /> terms of this Agreement with respect to its purchase of its own separate subscription or Professional Services from LeaseQuery, and
<br /> LeaseQuery wishes to sell such subscription and/or Professional Services pursuant to such terms,such Client Subsidiary or other affiliate
<br /> may do so by entering into a separate Sales Order that specifically incorporates the terms of this Agreement, in which event,
<br /> notwithstanding anything to the contrary herein,solely with respect to such Sales Order,the terms of this Agreement shall apply to such
<br /> Sales Order as if this Agreement were entered into between LeaseQuery and such Client Subsidiary or affiliate(rather than with the
<br /> party that executed this Agreement for Client).If any Client Subsidiary or affiliate of Client requests to incorporate these terms,Client
<br /> hereby consents to LeaseQuery's disclosure of these terms and any applicable Sales Order to such Client Subsidiary or affiliate.
<br /> 3.8 Certified Service Partners.If Client elects to engage any Certified Service Partner to provide any Professional Services that are
<br /> permitted under LeaseQuery's certified service partner program,Client(i)acknowledges and agrees that any such services provided by
<br /> any Certified Service Partner shall be provided directly to Client, solely for the benefit of and reliance by Client, and subject to any
<br /> terms or conditions that may be entered into directly between Client and such Certified Service Partner;(ii)acknowledges and agrees
<br /> that no such Certified Service Partner shall be deemed a subcontractor,agent or client of LeaseQuery,and LeaseQuery shall have no
<br /> responsibility for,and shall have no obligation to review,any services provided by any Certified Service Partner;and(iii)hereby releases
<br /> LeaseQuery from any claims arising out of or relating to any services provided by any Certified Service Partner for Client.
<br /> 4. INTELLECTUAL PROPERTY RIGHTS.
<br /> 4.1 Ownership; Reservation of Rights. LeaseQuery owns and reserves all right, title and interest in and to the Solution,
<br /> Documentation and other LeaseQuery Intellectual Property Rights.No rights are granted to Client under this Agreement or any Sales
<br /> Order other than as expressly set forth in this Agreement.Under no circumstance will Client have the right to access the object code or
<br /> source code for the Solution.By submitting Client Feedback,Client hereby assigns to LeaseQuery all right,title and interest in and to
<br /> such Client Feedback.LeaseQuery shall have no obligation to accept or incorporate Client Feedback,and Client shall have no obligation
<br /> to provide Client Feedback.
<br /> 4.2 Reserved.
<br /> 4.3 Professional Services;Preexisting Materials.In connection with the provision of Professional Services(if applicable),each
<br /> party shall be the sole and exclusive owner of all Intellectual Property Rights in and to its Preexisting Materials and any modifications,
<br /> derivatives,or improvements it makes thereto.Except as expressly set forth herein,both parties understand and agree that no license,
<br /> right,title or interest in any of the other party's Preexisting Materials or Intellectual Property Rights is granted under this Agreement
<br /> and neither party will gain by virtue of this Agreement or any Sales Order any rights of ownership in any Intellectual Property Rights
<br /> or Preexisting Materials owned by the other party. Neither party shall make, have made,sell,offer to sell, use, disclose, reproduce,
<br /> distribute, perform,display,modify,copy or create derivative works of any of the other party's Preexisting Materials or Intellectual
<br /> Property Rights in any form or forum without the other party's prior written consent.
<br /> 4.4 Indemnification for Infringement.LeaseQuery shall indemnify,defend and hold Client harmless from and against any third-
<br /> party claims or suits arising out of actual infringement by the Solution and the reports generated by the Solution of the third-party's
<br /> Intellectual Property Rights,provided that(i) Client immediately notifies LeaseQuery in writing of the third-party claim, (ii) Client
<br /> tenders to LeaseQuery complete control of the defense, and (iii) Client cooperates with LeaseQuery in its defense of the claim at
<br /> LeaseQuery's expense.These obligations of LeaseQuery do not apply with respect to claims arising out of or related to Client Data or
<br /> to portions or components of the Solution or reports generated by the Solution(A)that(in the case of reports generated by the Solution)
<br /> are modified(other than by LeaseQuery)after delivery by LeaseQuery,(B)where Client continues the allegedly infringing activity after
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