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a) This agreement may be terminated by either party at any time upon mutual agreement of the parties. b) In the event the Prime Award is suspended, terminated or funding thereunder ceases, CLIENT may, at its option, immediately suspend or terminate, in whole or in part, this Agreement by sending written notice of such suspension or termination to GOODPOINTE. c) Upon receipt of such notice of termination or suspension pursuant to paragraph B of this article, GOODPOINTE shall make no further commitments under the Agreement and shall take all reasonable actions to cancel outstanding obligations. All costs, not exceeding the total set forth in this agreement, associated with the termination or suspension, including facilities and administrative costs and costs incurred prior to the effective termination or suspension date, which have not been reimbursed to GOODPOINTE, shall be allowable and therefore paid to GOODPOINTE. In the event of termination, GOODPOINTE shall submit, within thirty (30) days after the effective termination date, a final report of all costs incurred, and all funds received. Upon payment of such costs GOODPOINTE shall deliver to CLIENT, and CLIENT shall become owner of all information and items which have been completed or partially completed at such termination date, in accordance with the requirements of the agreement including, but not limited to, partially completed plans, drawings, data, documents, surveys, maps, reports and models. 7. CONFIDENTIALITY Both parties to this Service Agreement agree to regard and preserve as confidential all proprietary information that may be exchanged in the course of any service pursuant to this Agreement. Neither party, without the express written authority of the other party or as required by court order, may use for his benefit or purposes, directly or indirectly, nor disclose to others, either during the term of this Agreement or thereafter, except as required by the conditions of this Agreement, any proprietary information connected with the business or developments of the other party. 8. LIABILITY & WARRANTY a) In no event shall either Party be liable for any indirect, special, consequential or incidental damages of the other party or any third party even if parties have been advised of the possibility of such damages, including but not limited to, lost profits, lost revenues or failure to realize expected benefits of the project(s). b) An Acord form 25-S, Certificate of Liability Insurance listing all coverages held by GoodPointe Technology, LLC., will be provided prior to the start of the project(s) and delivered to the designated CLIENT official. c) GOODPOINTE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GOODPOINTE IS NOT RESPONSIBLE FOR THE ACCURACY OR COMPLETENESS OF DATA MANIPULATED IN ICON OR THROUGH OTHER PROGRAM PLATFORMS BY ANY OTHER AGENCY. It is understood that the services provided hereunder are supplied as information data only, and GOODPOINTE has no further obligation, nor makes any warranty for its use in engineering or other professional endeavors.