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Case 1:20-bk-12043 Doc 116-1 Filed 07/28/20 Entered 07/28/20 14:1 1 e
<br /> Exhibit A - Engagement Agreement Page 4 of 15
<br /> Ap� P
<br /> Epiq reserves all property rights in and to all materials, concepts, creations, inventions, works of
<br /> authorship, improvements, designs, innovations, ideas, discoveries, know-how, techniques, programs,
<br /> systems and other information, including, without limitation, data processing programs, specifications,
<br /> applications, processes, routines, sub-routines, procedural manuals and documentation furnished or
<br /> developed by Epiq for itself or for use by Client(collectively,the"Property"). Charges paid by Client
<br /> do not vest in Client any rights to the Property, it being expressly understood that the Property is made
<br /> available to Client under this Agreement solely for Client's use during and in connection with each use
<br /> of the Epiq equipment and services. Client agrees not to copy or permit others to copy any of the
<br /> Property.
<br /> 6. Disposition of Data.
<br /> 6.1 Client is responsible for the accuracy of the programs and Client Data it provides or gives access
<br /> to Epiq and for the output resulting from such data. Client shall initiate and maintain backup
<br /> files that would allow Client to regenerate or duplicate all programs and Client Data which Client
<br /> provides or gives access to Epiq. Client agrees, represents and warrants to Epiq that, prior to
<br /> delivery of any Client Data to Epiq, it has full authority to deliver Client Data to Epiq. Client
<br /> agrees, represents and warrants to Epiq that it has obtained binding consents, permits, licenses
<br /> and approvals from all necessary persons, authorities or individuals, and has complied with all
<br /> applicable policies, regulations and laws, required by Client, in order to allow Epiq to use all
<br /> Client Data delivered to it in connection with its Services. Epiq shall not be liable for, and Client
<br /> accepts full responsibility for, any liability or obligation with respect to Client Data prior to
<br /> Epiq's receipt, including without limitation, any liability arising during the delivery of Client
<br /> Data to Epiq.
<br /> 6.2 Any Client Data, programs, storage media or other materials furnished by Client to Epiq in
<br /> connection with this Agreement (collectively, the "Client Materials") may be retained by Epiq
<br /> until the services provided pursuant to this Agreement are paid for in full, or until this Agreement
<br /> is terminated with the services provided herein having been paid for in full. Client shall remain
<br /> liable for all out of pocket charges incurred by Epiq under this Agreement as a result of any
<br /> Client Materials maintained by Epiq. Epiq shall dispose of Client Materials in the manner
<br /> requested by Client (except to the extent disposal may be prohibited by law). Client agrees to
<br /> pay Epiq for reasonable expenses incurred as a result of the disposition of Client Materials. Epiq
<br /> reserves the right to dispose of any Client Materials if this Agreement is terminated without
<br /> Client's direction as to the return or disposal of Client Materials or Client has not paid all charges
<br /> due to Epiq for a period of at least ninety (90)days; provided,however, Epiq shall provide Client
<br /> with thirty (30)days' prior written notice of its intent to dispose of such data and media.
<br /> 7. Indemnification.
<br /> Client shall indemnify, defend and hold Epiq, its affiliates, parent, and each such entity's officers,
<br /> members, directors, agents, representatives, managers, consultants and employees (each an
<br /> "Indemnified Person")harmless from and against any and all losses, claims, damages, liabilities, costs
<br /> (including, without limitation, costs of preparation and attorneys' fees) and expenses as incurred
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