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other transaction documents) license for its internal business purposes only to use, execute, display, perform and
<br />distribute (within Customer's organization only) anything developed by LCI for Customer in connection with the
<br />Services ( "Contract Property "). LCI shall retain all ownership rights to the Contract Property. For purposes of clarity
<br />this SOW and the foregoing license relates to the professional services only, and software programs shall not be
<br />deemed to be deliverables or "Services ". All licensing for LCI or third party software shall be as provided in
<br />subsection (b), below.
<br />b. Software Licenses. All LCI and /or third party software provided by LCI as part of or in connection
<br />with the Services is licensed, not sold, and is subject to both the server, seat, quantity or other usage restrictions set
<br />forth the relevant transaction documentation, and to the terms of the respective End User License Agreements,
<br />with which Customer agrees to comply. If such software is manufactured by a party other than LCI, then Customer
<br />acknowledges that LCI is not the manufacturer or copyright owner of such third parry software and that LCI makes
<br />no representations and provides no warranties with respect thereto. LCI shall make available to Customer any
<br />warranties made to LCI by the manufacturer of the software and /or products utilized by LCI in connection with the
<br />Services hereunder, to the extent transferable and without recourse.
<br />C. Export Compliance. Customer shall indemnify, defend and hold harmless LCI and its-representatives
<br />and affiliates from and against any fine, penalty, claim, suit, demand, liability, cause of action, damage or cost
<br />(including reasonable attorneys' fees) for any actual or alleged violation of any law or regulation relating to export
<br />and re -export control (collectively, "Export Laws ") arising from Customer's use of the Services and /or any software
<br />or web -based solution provided or contemplated under this SOW. Notwithstanding any other provision of this
<br />Agreement, Customer shall at all times remain solely responsible for complying with all applicable Export Laws and
<br />for obtaining any applicable authorization or license under the Export Laws. Customer acknowledges and agrees
<br />that LCI may from time to time, in its sole discretion, engage non -U.S. subcontractors to perform any portion of the
<br />Services on LCI's behalf. Customer represents and warrants to LCI that it, its employees and agents shall not provide
<br />LCI with or otherwise use in connection with the Services any document, technology, software or item for which any
<br />authorization or license is required under any Export Law. Without intending to create any limitation relating to the
<br />survival of any other provisions of this SOW, LCI and Customer agree that the terms of this paragraph shall survive
<br />the expiration or earlier termination of this SOW. Each party shall promptly notify the other in the event of the
<br />threat or initiation of any claim, demand, action or proceeding to which the indemnification obligations set forth in
<br />this Section may apply.
<br />5. Confidentiality and Non - Solicitation.
<br />a. Confidentiality Except for purposes of this SOW, LCI shall not use or disclose any proprietary or
<br />confidential Customer data derived from the Services hereunder; provided, however, that LCI may use general
<br />statistics relating to the Service engagement so long as it does not disclose the identity of Customer or make any
<br />reference to any information from which the identity of Customer may be reasonably ascertained. Notwithstanding
<br />the foregoing, the parties acknowledge and agree that LCI shall have no obligation to remove, delete, preserve,
<br />maintain or otherwise safeguard any information, images or content retained by, in or on any item of equipment
<br />serviced by LCI, whether through a digital storage device, hard drive or similar electronic medium ( "Data
<br />Management Services "). If desired, Customer may engage LCI to perform such Data Management Services at its
<br />then - current rates. Notwithstanding anything in this SOW to the contrary, in the event that Customer engages LCI
<br />to perform any Data Management Services that relate to the security or accessibility of information stored in or
<br />recoverable from any devices provided or serviced by LCI, including but not limited to any hard drive removal,
<br />cleansing or formatting services of any kind, Customer expressly acknowledges and agrees that (i) it is aware of the
<br />security alternatives available to it, (ii) it has assessed such alternatives and exercised its own independent
<br />judgment in selecting the Data Management Services and determined that such Data Management Services are
<br />appropriate for its needs and compliance, (iii) LCI does not provide legal advice with respect to information security
<br />or represent or warrant that its Data Management Services or products are appropriate for Customer's needs or
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