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Quick Start Implementation Agreement Re: Agreement Addendum #091001 Page 6 of 10 Agreement, including payment of all fees and expenses, as they fall due; and 8.5.2 do not extend to, and HIGH LINE will not be responsible for, deficiencies attributable to Third Party Software, defects in CUSTOMER data, modifications made to the Deliverables by anyone other than HIGH LINE, or any other deficiency which is not directly related to work done by HIGH LINE in accordance with the Professional Services and Deliverables. 8.6 Maintenance and Support of Deliverables: HIGH LINE shall not be obligated to maintain or support the Professional Services or the Deliverables set out in the Implementation Planning Report Document except (a) to the extent of any warranties with respect to the Professional Services as expressly set out in this Agreement or the Implementation Planning Report Document in writing; and (b) purely on a "time and materials" basis; and (c) as may be set out in a separate agreement between HIGH LINE and the CUSTOMER; provided that HIGH LINE will not be responsible for deficiencies attributable to Third Party Software, defects in Customer data, modifications made to the Deliverables by anyone other than HIGH LINE, or any other manner of thing which is not directly related to work done by HIGH LINE in accordance with the Professional Services and Deliverables. 8.7 Ownership of Proprietary Marks or Data: Any CUSTOMER copyrighted or trademarked materials, and all CUSTOMER data, contained in any Deliverables, shall remain the property of CUSTOMER and HIGH LINE will hold all such property in confidence. 8.8 Ownership of Deliverables: Except as set out in Article 8.8, all Deliverables will be owned by HIGH LINE, but CUSTOMER shall be entitled to use same on a non-exclusive, perpetual basis on the same terms and conditions as are set out in the License Agreement, which prohibits directly or indirectly sublicensing any part of the Deliverables in any way. 9. TERMINATION OF THE PROFESSIONAL SERVICES: 9.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will end upon the Vendor's completion, and the City's acceptance of all services described in this Agreement unless this Agreement is terminated under Sections 9.2 or 9.3 below. 9.2 This Agreement may be terminated by either party upon thirty (30) calendar days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. In the event one party fails to perform, the other party will provide the non-performing party with a thirty (30) calendar day written notice of issues falling under this Section and allow the non-performing party to cure the problems to the satisfaction of the other party prior to its issuance of a notice to terminate. 9.3 This Agreement may be terminated at will by City upon (30) calendar days prior written notice to the Vendor. This Agreement may be terminated at will by the Vendor upon (120) calendar days prior written notice to the City. 9.4 In the event of termination as provided in this Article, the Vendor will be compensated for all services performed to termination effective date which are deemed by the City to be in accordance with this Agreement. This amount will be paid by the City upon the Vendor's delivering to the City all information and materials developed or accumulated by the Vendor in performing the services described in this Agreement, whether completed or in progress. The