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.

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 for the Client's Promotion.

program from Client's Premises.

Sodexo grants Client a non-exclusive, nontransferable, 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.

use and disclosure of such passwords.

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 OR 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.

Upon the expiration or earlier termination of this Agreement, the CMMS (the “Software”) and equipment, including all handheld P.D.A.'s and all P.C. and/or servers, shall be removed from the Premises by Sodexo. At such time, Client shall have the option of entering into a written agreement directly with the owner of the Software to obtain a license to use the Software in the Premises. Client acknowledges that Sodexo is providing the Software for use by Sodexo in the Premises in accordance with and subject to Sodexo's licensed rights to use the Software. In the event this license is terminated for any reason whatsoever, Sodexo shall have the right to immediately cease using the Software in and to remove all copies of the Software from the Premises. Client acknowledges and agrees that, by virtue of the implementation and Sodexo's use of the Software in the Premises, Client will not acquire any rights, license, title or interest in the Software, including any proprietary or customized configurations to the Software and/or reports commissioned by Sodexo, any marks associated with the Software, or in any confidential or proprietary information related thereto. Client acknowledges that the Software and its trademarks are proprietary to the Software's licensor. Client hereby agrees to indemnify Sodexo, to the extent permitted by Kentucky law, for any