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11.3.6 If an Implementer plans to utilize a commercial off-the-shelf third-
<br />party software package to deliver any type of functionality that is customer-
<br />facing for a future web site, the Implementer agrees to pursue, in good faith,
<br />a product that can meet the desired business functionality requirements and
<br />WCAG 2.0, Level AA web accessibility compliance requirements.
<br />11.3.6.1 If the Implementer is unable to locate a product that meets
<br />both business functionality requirements and web accessibility
<br />compliance requirements, the Implementer must communicate such
<br />limitations, in writing, and justify the software selection choice.
<br />Implementer shall also request the software manufacturer of desired
<br />product to produce such limitations in writing (i.e. in the form of
<br />product specifications, formal response from software manufacturer's
<br />technical support) and subsequently provide such documentation to
<br />SCE. SCE shall reserve final decision-making authority to approve
<br />the usage of such software to deliver desired business functionality.]
<br />12. INDEMNITY/CONSEQUENTIAL DAMAGES
<br />12.1 Indemnity. Implementer shall indemnify, defend and hold harmless SCE, and
<br />its respective successors, assigns, affiliates, subsidiaries, current and future parent
<br />companies, officers, directors, agents, and employees from and against any and all
<br />expenses, claims, losses, damages, liabilities, or actions in respect thereof (including
<br />reasonable attorneys' fees) to the extent arising from (a) any act or omission of
<br />Implementer, its subcontractors, or any of their respective employees, officers and
<br />agents, relating to this Contract, or (b) Implementer's breach of this Contract or of
<br />any representation or warranty of Implementer contained in this Contract.
<br />12.2 NO CONSEQUENTIAL DAMAGES. EXCEPT AS PROVIDED IN SECTION
<br />6.3, ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
<br />ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
<br />WHATSOEVER WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)
<br />OR STRICT LIABILITY INCLUDING, BUT NOT LIMITED TO, LOSS OF USE OF
<br />OR UNDER-UTILIZATION OF LABOR OR FACILITIES, LOSS OF REVENUE OR
<br />ANTICIPATED PROFITS, COST OF REPLACEMENT POWER OR CLAIMS
<br />FROM CUSTOMERS, RESULTING FROM A PARTY'S PERFORMANCE OR
<br />NONPERFORMANCE OF THE OBLIGATIONS HEREUNDER, OR IN THE
<br />EVENT OF SUSPENSION OF THE WORK OR TERMINATION OF THIS
<br />CONTRACT.
<br />13. DEVELOPMENTS/PROPRIETARY RIGHTS
<br />13.1 Ownership. The Parties acknowledge and agree that SCE, on behalf of its
<br />customers, shall own all deliverables, data, reports, information, manuals, computer
<br />programs, works of authorship, designs or improvements of equipment, tools or
<br />processes (collectively "Developments") or other written, recorded, photographic or
<br />visual materials, intellectual property, inventions and trade secrets, and all
<br />deliverables produced in the performance of this Contract, whether proprietary or
<br />nonproprietary provided, however, that Developments do not include equipment or
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