The Service Provider shall be responsible for providing the necessary and sufficiently skilled Resources in accordance with the Purchase Order. The Customer shall provide the Service Provider with such information and resources as the Service Provider reasonably determines to be necessary for the proper performance of the Services described in the related Purchase Order.     

The Provider's obligations shall be deemed fulfilled when the Provider has performed the agreed Services.

Each Party shall be deemed to be the sole owner of any Intellectual or Industrial Property Rights and related rights belonging to it as of the Effective Date (hereinafter collectively referred to as "Pre-existing Works"). 

Subject to the rights of use expressly granted under this Agreement, neither Party acquires any rights in the Pre-existing Works of the other Party.

The Deliverables shall be the sole property of the Provider unless otherwise expressly stated in the Purchase Order. 

The Provider reserves the right to use the lessons learned from the study and performance of the Services for the Customer.

The Service Provider shall be entitled to perform for itself, or to provide to third parties, work or Services identical or similar to those provided under this Agreement, and to develop for itself or for third parties Services identical or similar to those which its personnel will perform for the Client under this Agreement.

The Service Provider shall provide the necessary personnel resources and use all reasonable efforts to provide the Services. The Service Provider shall not be liable for failure to achieve any particular result where all reasonable efforts have been made to perform the Services and achieve the Client's objectives.

Subject to the Provider's liability under Section 10.3 - Intellectual Property Indemnification, in the event that the Provider is found liable, the aggregate amount of damages and other penalties shall be limited to the amount of the Services actually paid by the Customer during the last twelve (12) months prior to the occurrence of the event giving rise to the claim. The Parties acknowledge that this ceiling is in no way derisory and that it shall apply to the exclusion of bodily injury or those resulting from gross negligence or malice. 

In no event shall the Service Provider be liable to the Customer or any other person for any loss or damage that falls within the following categories: (a) loss of profits, loss of revenue, loss of opportunity to develop its business, (b) loss of goodwill or loss of anticipated savings, or (c) any consequential damages arising in any way out of this Agreement or any breach by the Provider of its obligations under the Agreement, whether or not the Provider has been advised of the possibility of such damages.

Each Party agrees to keep confidential all information and documents of any kind exchanged between the Parties. Both Parties shall take all necessary measures with respect to their personnel, service providers and subcontractors to ensure, under their responsibility, the secrecy and confidentiality of all information and documents that are confidential or considered as such.

Items that were in the public domain at the date of disclosure, of which the Parties had prior knowledge, or that the Parties had obtained from third parties by legitimate means, shall not be considered confidential. 

In the event that either Party is legally compelled to disclose confidential information and documents provided to it by the other Party, it shall promptly notify the other Party if it is authorized to do so.

The confidentiality obligations set forth in this section shall remain in effect for five (5) years after the expiration or termination of the Agreement.

All provisions of the Agreement shall be governed by French law.

By express agreement, in the absence of an amicable agreement within ninety (90) days, any dispute of any nature whatsoever relating to the interpretation or performance of the Agreement shall be submitted to the competent courts of Bobigny, notwithstanding multiple defendants or third party claims.

The Party affected by a case of force majeure must notify the other Party as soon as possible by any means. 

Neither Party shall be liable to the other in the event of non-performance or delay in the performance of an obligation under the Contract, following the occurrence of a case of force majeure usually recognized by the jurisprudence of the French Courts and Tribunals.