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3. Client Responsibilities:
<br />3.1 Independent Determination Client acknowledges it has independently determined that
<br />the Hart Voting System purchased under this Agreement meets its requirements.
<br />3.2 Cooperation Client agrees to cooperate with Hart and promptly perform Client's
<br />responsibilities under this Agreement and the HVS License Agreement.
<br />4. Title; Risk of Loss:
<br />4.1 Hardware Subject to Section 43, title to Hardware will pass to Client upon deliver* of
<br />the Equipment to Client. Risk of loss of, or damage to, Hardware will pass to Client upon deliver* to
<br />Client.
<br />4.2 Confidential and Proprietaiv 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 />4.3 Proprietaiv Rights Client acknowledges and agrees that the design of the HVS, design
<br />of the HVS Hardware, Hart Proprietaiv Software, and any and all related patents, copyrights, trademarks,
<br />service marks, trade names, documents, logos, software, microcode, information, and material are the
<br />property of Hart. Client agrees that the sale of the HVS Hardware and license of Hart Proprietaiv
<br />Software and other accompanying items under this Agreement does not grant to or vest in Client any
<br />right, title, or interest in such proprietaiv property. All patents, trademarks, copyrights, trade secrets, and
<br />other intellectual property rights, whether now owned or acquired by Hart with respect to the HVS, HVS
<br />Hardware, and Hart Proprietaiv Software, are the sole and absolute property of Hart and no interest
<br />therein is being vested in Client by the execution of this Agreement or the sale of the HVS Hardware or
<br />license of the Hart Proprietaiv Software to Client. Client shall not, under any circumstances, cause or
<br />permit the adaptation, conversion, reverse engineering, disassembly, or de- compilation of any Software or
<br />Equipment. Client will have no authority or right to copy, reproduce, modifi-, sell, license, or otheitivise
<br />transfer any rights in any proprietaiv property of Hart. The provisions of this Section 43 will survive the
<br />termination or cancellation of this Agreement and the HVS License Agreement.
<br />5. Warranty Terms:
<br />THE WARRANTY TERMS APPLICABLE TO THE HART VOTING SYSTEM ARE SET
<br />FORTH IN THE HART VOTING SYSTEM WARRANTY, LICENSE, AND SUPPORT
<br />AGREEMENT. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES IN THE LICENSE
<br />AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) THERE
<br />ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE
<br />UNDER THIS AGREEMENT AND THE LICENSE AGREEMENT, AND (B) HART DISCLAIMS
<br />ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE
<br />IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
<br />TITLE AND NONINFRINGEMENT FOR ALL HARDWARE, SOFTWARE, AND SERVICES. THE
<br />EXPRESS WARRANTIES EXTEND SOLELY TO CLIENT. SOME STATES (OR JURISDICTIONS)
<br />DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION
<br />MAY NOT APPLY TO CLIENT.
<br />6. Limitation of Damages:
<br />Page 4 of 15
<br />HVS Agreement — Revised 09 -2011
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