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limited to, all patents, copyrights, trade secrets, trademarks, and other proprietaiv rights.
<br />(b) Non -Hart ,Software: Title to Non -Hart Software, all copies thereof, and all
<br />associated intellectual proprietaiv rights therein will remain in the applicable third -party* licensor
<br />including, but not limited to, all patents, copyrights, trade secrets, trademarks, and other proprietaiv
<br />rights.
<br />(c) Risk of Loss: Risk of loss to Software will pass to Client upon deliver*.
<br />7.2 Confidential and Proprietary Information Title to Hart's Confidential and Proprietary
<br />Information will remain in Hart. Title to Confidential and Proprietary Information of Hart's suppliers and
<br />licensors will remain in the relevant suppliers and licensors.
<br />7.3 Proprietary Rights Client acknowledges and agrees that the design of the Hart Voting
<br />System, design of the HVS Hardware, Hart Proprietary Software, and any and all related patents,
<br />copyrights, trademarks, service marks, trade names, documents, logos, software, microcode, information,
<br />and material, are the property* of Hart. Client agrees that the sale of HVS Hardware and license of Hart
<br />Proprietary Software to Client does not grant to or vest in Client any right, title, or interest in such
<br />proprietaiv property*. All patents, trademarks, copyrights, trade secrets, and other intellectual property*
<br />rights, whether now owned or acquired by Hart with respect to the HVS, HVS Hardware, and Hart
<br />Proprietary Software, are the sole and absolute property* of Hart and no interest therein is being vested in
<br />Client by the execution of this Agreement or the sale of the HVS Hardware or license of the Hart
<br />Proprietary Software to Client. Client shall not, under any circumstances, cause or permit the adaptation,
<br />conversion, reverse engineering, disassembly*, or decompilation of any Software or Hardware. Client will
<br />have no authority* or right to copy*, reproduce, modifi-, sell, license, or othei transfer any rights in any
<br />proprietaiv property* of Hart. The provisions of this Section 73 will survive the termination or
<br />cancellation of this Agreement.
<br />8. TERM OF AGREEMENT; TERMINATION
<br />8.1 Term The initial term of this Agreement and the licenses granted herein is one (1) year
<br />commencing on the Effective Date and expiring on the first Anniversaiv Date.
<br />8.2 Renewal Terms Except as othei provided in this Agreement, Client may* renew this
<br />Agreement before its expiration or termination by paying the Annual Fee invoiced by Hart, as provided
<br />in Section 4.2, before the Anniversaiv Date immediately* following the date of invoice, as provided in
<br />Section 43. Each renewal term will be a one -year (1 -year) term, commencing on the expiration of the
<br />prior term and expiring on the immediately* following Anniversaiv Date.
<br />8.3 Defaults The following events will be deemed to be defaults:
<br />(a) A party* committing a material breach of any* term of this Agreement or the HVS
<br />Agreement if such breach has not been cured within thirty* (30) days after written notice of such breach
<br />has been given by the nondefaulting party* to the defaulting party*;
<br />(b) A party* filing bankruptcy, becoming insolvent, or having its business placed in
<br />the hands of a receiver, assignee, or trustee, whether by voluntaiv act or otherwise; or
<br />(c) A party* failing to comply* in any material respect with any federal, state, or local
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<br />HVS License Agreement — Rev. 09 -2011
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