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(c) terminate this Agreement without repayment of prior paid license fees. SCPDC and Licensee will then be released from any further obligations of indemnification provided for above and such other obligations that survive termination. 8.2 Limitation. The foregoing obligations shall not apply to the extent the infringement arises as a result of modifications to the Software made by any party other than SCPDC or SCPDC's authorized representative. 8.3 Exclusive Remedy. The foregoing states the entire liability of SCPDC and Licensee's exclusive remedy with respect to infringement of any patent, copyright, trade secret or other proprietary right. 8.4 Licensee, to the extent permitted by law and without waiving any immunity or limitations on liability granted under applicable law, shall indemnify and hold SCPDC harmless from and against any costs, losses, liabilities and expenses arising out of third party claims related to any breach by Licensee of this agreement, use of the Software, or as a result of the carelessness, negligence or improper conduct of Licensee, its agents, employees or representatives. Section 9. Confidentialitv 9.1 Confidential Information. Each party acknowledges that the Confidential Information constitutes valuable trade secrets and each party agrees that it shall use Confidential Information solely in accordance with the provisions of this Agreement and will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the other party's prior written consent. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. Furthermore, it is understood that the terms of this Agreement reflect consideration received by Licensee in return for being an early user of the Software. However, neither party bears any responsibility for safeguarding information that (i) is publicly available, subject to a public records request pursuant to revised Louisiana Statute 44:1 et seq. or Section 552.110 of the Texas Government Code, (ii) already in the other party's possession and not subject to a confidentiality obligation, (iii) obtained by the other party from third parties without restrictions on disclosure, (iv) independently developed by the other party without reference to Confidential Information, or (v) required to be disclosed by order of a court, applicable state or federal laws or other governmental entity. Nothing herein will prevent routine discussions by the parties that normally take place in a "user group" context. 9.2 Iniunctive Relief. In the event of actual or threatened breach of the provisions of Section 9. 1, if the non - breaching party has no adequate remedy at law it will be entitled to pursue immediate and injunctive and other equitable relief, without bond and without the necessity of showing actual monetary damages. Section 10. Term and Termination 10.1 Term This Agreement will remain in full force and effect for an initial two (2) year period from the Effective Date and will automatically renew for additional 12 -month periods following the end of the initial term unless Licensee has provided SCPDC with a written 7