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court,without any requirement to post a bond or other security,or to prove actual damages or
<br />that monetary damages are not an adequate remedy.Such remedies are in addition to all other
<br />remedies that may be available at law,in equity or otherwise.
<br />6.4 Client Responsibilities.Client is responsible and liable for all uses of Vault and any
<br />Documentation resulting from access directly provided by Client.Without limiting the generality
<br />of the foregoing,Client is responsible for all acts and omissions of Authorized Users,and any act
<br />or omission by an Authorized User that would constitute a breach of this Agreement if taken by
<br />Client will be deemed a breach of this Agreement by Client.Client shall use reasonable efforts to
<br />make all Authorized Users aware of this Agreement ’s provisions as applicable to such Authorized
<br />User ’s use of Vault,and shall cause Authorized Users to comply with such provisions.
<br />MASTER SERVICES AGREEMENT -7
<br />56428.0002.14325562.1
<br />6.5 Termination and Suspension of Service.If this Agreement is terminated,LIV will
<br />implement an orderly return of Client Data in a format readable and useable in Microsoft Excel
<br />within 30 days,and shall subsequently securely dispose of Client Data.Client will be entitled to
<br />any reasonable post-termination assistance required to ensure Client has received the Client
<br />Data in a useable form.LIV shall securely dispose of all requested data in all of its forms,such as
<br />disk,CD/DVD,backup tape,and paper,when requested by the Client.Data will be permanently
<br />deleted and not be recoverable,according to National Institute of Standards and Technology
<br />(NIST)-approved methods.LIV will provide certificates of destruction to Client upon request.
<br />SECTION 7.INTELLECTUAL PROPERTY OWNERSHIP;FEEDBACK
<br />7.1 LIV IP.Client acknowledges that,as between Client and LIV,LIV owns all right,title,
<br />and interest,including all intellectual property rights,in and to the LIV IP.
<br />7.2 Client Data.LIV acknowledges that,as between LIV and Client,Client owns all right,
<br />title,and interest,including all intellectual property rights,in and to the Client Data.Client
<br />hereby grants to LIV a non-exclusive,royalty-free,worldwide license to reproduce,distribute,
<br />and otherwise use and display the Client Data,and perform all acts with respect to the Client
<br />Data,as may be necessary for LIV to provide Vault and the Services to Client.LIV may not,
<br />without Client ’s prior written consent,use,resell,redistribute,,or republish the Client Data for
<br />any other purpose,Including promotional services or commercial services,not directly related
<br />to the provision of Services under this Agreement.
<br />7.3 Feedback.If Client or any of its employees or contractors sends or transmits any
<br />communications or materials to LIV by mail,email,telephone,or otherwise,suggesting or
<br />recommending changes to the LIV IP,including new features or functionality relating thereto,or
<br />any comments,questions,suggestions,or the like (“Feedback”),LIV is free to use such Feedback
<br />irrespective of any other obligation or limitation between the parties governing such Feedback.
<br />Client hereby assigns to LIV on Client ’s behalf,and on behalf of its employees,contractors,and
<br />agents,all right,title,and interest in,and LIV is free to use,without any attribution or
<br />compensation to any party,any ideas,know-how,concepts,techniques,or other intellectual
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