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7. INDEMNIFICATION. To the extent permitted by applicable law, the CONTRACTOR will indemnify and hold harmless the PROVIDER its elected officials, officers and employees from and against any and all loss, damage, liability, claims and/or injury resulting from all actions performed by the CONTRACTOR, or its agents on the PROVIDER'S behalf, in connection with this AGREEMENT. However, this indemnification shall not apply with respect to any legal cause, action or resulting liability or losses resulting soley from the inaccurate or incomplete information furnished to the CONTRACTOR by the PROVIDER nor shall it apply to any claims, lawsuits or actions arising solely from the negligence of the PROVIDER. 8. INTELLECTUAL PROPERTY. PROVIDER agrees that the equipment, computer hardware and software, billing and collection processing, and other related systems and equipment are the property and trade secrets of CONTRACTOR, and that PROVIDER will not release any information regarding such trade secrets to any third party without the prior written consent of CONTRACTOR. 9. OWNERSHIP OF ACCOUNTS RECEIVABLE. All Accounts Receivable, less commissions and charges owed to the CONTRACTOR under Section 4 hereof, shall be the property of the PROVIDER and shall be returned, less any outstanding balances owed the CONTRACTOR by the PROVIDER, within thirty (30) days of termination of this Agreement. 10. ATTACHMENTS. As part of this AGREEMENT, a signed Itemized Billing Cost Sheet is attached to this document for the purpose of establishing and defining the itemized rates at which the services of the PROVIDER are to be billed to recipients by the CONTRACTOR. The rates indicated on the Itemized Billing Cost Sheet shall be constant and unchanged until a new Itemized Billing Cost Sheet is signed and submitted by the PROVIDER and entered into the CONTRACTOR's computer for future billings. No previous billing may be altered or changed to reflect new billing rates submitted by the PROVIDER. 11. LICENSE AGREEMENT. The software used by the PROVIDER and the CONTRACTOR is the property of the CONTRACTOR, and is protected by both United States Copyright Law and International Treaty Provisions. The PROVIDER is granted a license to use this software under the terms stated in this AGREEMENT. This is a license, not a sale agreement, between the PROVIDER and the CONTRACTOR. The CONTRACTOR grants to the PROVIDER a non- exclusive, non-transferable license to use the software for the term of this AGREEMENT. The current and future versions of the software are the sole property of the CONTRACTOR. 12. TERMINATION. During the term of this AGREEMENT the PROVIDER or CONTRACTOR may terminate this AGREEMENT either for convenience or for default after first giving to the other party thirty (30) days written notice. For cases of default, the CONTRACTOR shall be given opportunity to cure the default within the allotted period following such written notice. For purposes of this section, the notice period begins when the CONTRACTOR receives written notice from the PROVIDER. 13. UNCONTROLLABLE FORCES. Neither the PROVIDER nor CONTRACTOR shall be considered to be in default of this AGREEMENT if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this AGREEMENT and which is beyond the reasonable control of the non-performing party. It {00085608-1}Service Agreement Page 5 of 7 79