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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