appropriated to the contracting agency or are not otherwise available for the purpose of making payments without incurring any obligation for payment after the date of termination, regardless of the terms of the Agreement. Client shall provide Sodexo sixty (60) calendar days' written notice of termination of this Agreement due to a lack of available funding

ARTICLE IV SERVICES

4.1 Service and Locations. Sodexo shall manage and operate the Services at the Premises for Client as specified in this Agreement and in accordance with the terms set forth in the following Schedules, attached hereto and incorporated herein:

Schedule I: Areas to be Serviced

Schedule II: Scope of Work

4.2 Computerized Maintenance Management System.

• A.Sodexo shall implement its Computerized Maintenance Management System software program (“CMMS”) at the Premises. The CMMS enhances Sodexo’s ability to manage, at a minimum: (i) effective employee job performance, (ii) planned preventive maintenance requirements, (iii) corrective/demand repairs and maintenance, (iv) the database of Client’s maintenance/asset information, and (v) the collection and reporting of data to enable Client to make informed decisions regarding maintenance activity at the Premises.
• B.Sodexo shall be responsible for the maintenance and upgrades of the CMMS and, upon termination or expiration of this Agreement, shall remove the software program from Client's Premises.
• C.Sodexo grants Client a non-exclusive, non-transferable, non- sublicensable right, during the term of this Agreement, to authorize Client's employees to access and use Sodexo's CMMS software and the functionality made available through it, solely in connection with Client's receipt of the CMMS software and support provided by Sodexo. Such right to access and use Sodexo's CMMS does not permit Client to access and use any individual software application that provides the underlying functionality of Sodexo's CMMS, or to otherwise access and use such functionality other than through Sodexo's CMMS. The right to access and use Sodexo's CMMS provided hereunder may not be resold, assigned, or transferred to any other entity. Passwords shall be assigned to Client's employees authorized to access Sodexo's CMMS software. Client shall use reasonable care to prevent unauthorized use and disclosure of such passwords.
• D.IN NO EVENT SHALL SODEXO OR ITS SOFTWARE LICENSOR(S) BE LIABLE TO CLIENT FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF, OR THE INABILITY TO USE, THE SOFTWARE, EVEN IF SODEXO OR ITS LICENSOR(S) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. Client hereby consents to audits of the use of the software at the Premises during normal business hours by Sodexo's licensor or its agents.
• E.Upon the expiration or earlier termination of this Agreement, the CMMS (the “Software”) and equipment, including all handheld personal digital assistants (PDAs) and all