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DocuSign Envelope ID: 443CB027-433D-46A7-BC42-6A19334951133 <br />121923-SHI <br />NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR <br />CONSEQUENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF OR DAMAGE TO DATA, <br />LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER <br />ASSETS, WHETHER OR NOT FORSEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED <br />OF THE POSSIBILITY OF SUCH DAMAGES. <br />NEITHER PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER IN CONNECTION WITH THIS <br />AGREEMENT WHETHER IN CONTRACT TORT OR OTHER THEORY WILL EXCEED THE TOTAL <br />AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY SOURCEWELL TO VENDOR UNDER THIS <br />AGREEMENT FOR THE YEAR PREVIOUS TO THE INCIDENT WHICH GAVE CAUSE FOR SUCH <br />LIABILITY. <br />12. GOVERNMENT DATA PRACTICES <br />Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, <br />Minnesota Statutes Chapter 13, as it applies to all, data provided by or provided to Sourcewell <br />under this Contract and as it applies to all data created, collected, received, maintained, or <br />disseminated by the Supplier under this Contract. <br />13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT <br />A. INTELLECTUAL PROPERTY <br />1. Grant of License. During the term of this Contract: <br />a. Sourcewell grants to Supplier a royalty -free, worldwide, non-exclusive right and <br />license to use the trademark(s) provided, to Supplier by Sourcewell in advertising and <br />promotional materials for the purpose of marketing Sourcewell's relationship with <br />Supplier. <br />b. Supplier grants to Sourcewell a royalty -free, worldwide, non-exclusive right and <br />license to use Supplier's trademarks in advertising and promotional materials for the <br />purpose of marketing Supplier's relationship with Sourcewell. <br />2. Limited Right of Sublicense. The right and license granted herein includes a limited right <br />of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, <br />resellers, marketing representatives, and agents (collectively "Permitted Sublicensees") in <br />advertising and promotional materials for the purpose of marketing the Parties' relationship <br />to Participating Entities. Any sublicense granted will be subject to the terms and conditions <br />of this Article. Each party will be responsible for any breach of this Article by any of their <br />respective sublicensees. <br />3. Use; Quality Control <br />a. Neither party may alter the other party's trademarks from the form provided <br />and must comply with removal requests as to specific uses of its trademarks or <br />logos. <br />b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the <br />other party's trademarks only in good faith and in a dignified manner consistent with <br />Rev. 3/2022 <br />654 <br />