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Miami-Dade County,FL 1 BW9872-1/20 u T <br /> may grant an additional period of such duration as the County shall deem appropriate without <br /> waiver of any of the County's rights hereunder, so long as the Contractor has commenced curing <br /> such default and is effectuating a cure with diligence and continuity during such thirty (30) day <br /> period or any other period which the County prescribes. The default notice shall specify the date <br /> the Contractor shall discontinue the Services upon the Termination Date. <br /> ARTICLE 33. REMEDIES IN THE EVENT OF DEFAULT <br /> If an Event of Default occurs, the Contractor shall be liable for all damages resulting from the <br /> default, including but not limited to: <br /> a) lost revenues; <br /> b) the difference between the cost associated with procuring Services hereunder and the <br /> amount actually expended by the County for re-procurement of Services, including <br /> procurement and administrative costs; and <br /> c) such other direct damages. <br /> The Contractor shall also remain liable for any liabilities and claims related to the Contractor's <br /> default. The County may also bring any suit or proceeding for specific performance or for an <br /> injunction. <br /> ARTICLE 34. SOFTWARE ESCROW <br /> The County requires that the Contractor maintain a software escrow account throughout the life <br /> of the Agreement to protect against failure of the Contractor to provide the agreed upon <br /> services. A copy of the Contractor's licensed software source code, and Contractor <br /> enhancements or modifications or customization or Developed Works of source code is to be <br /> kept by a trusted third party to ensure that the County will have access to the source code in the <br /> event that the Contractor is unable to support the software. The Contractor is required to <br /> maintain the most current version of the application with the escrow agent including, but not <br /> limited to all incremental releases and upgrades as well as any software customization or <br /> Developed Works created for the County. <br /> Solely in the event of a Release Event as defined in Article I and further defined under <br /> Appendix C, Escrow Agreement, the Contractor grants to County, a non-exclusive, perpetual, <br /> paid in full license, to install, use, copy, publicly perform and digitally perform, modify and create <br /> derivative works, for the sole purpose of continuing the benefits afforded to the County under <br /> this Agreement, including the development of patches and upgrades solely for County's internal <br /> use. County shall have a right to modify and customize the Software, or to have the Software <br /> modified and customized by third-parties. <br /> ARTICLE 35. PATENT AND COPYRIGHT INDEMNIFICATION <br /> a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade <br /> secrets, patent rights, other intellectual property rights or any other third party proprietary <br /> rights in the performance of the Work. <br /> b) The Contractor warrants that all Deliverables furnished hereunder, including but not limited <br /> to: equipment, programs, documentation, software, analyses, applications, methods, <br /> ways, processes, arid the like, do not infringe upon or violate any copyrights, trademarks, <br /> service marks, trade secrets, patent rights, other intellectual property rights or any other <br /> Page 18 of 57 <br />