Termination for Convenience by Customer. Following the one (1) year anniversary of the Effective Date, Customer will have the right to terminate this TSA in its entirety for its convenience upon ninety (90) days’ prior written notice to Ginkgo.

Customer Satisfaction. RUS represents and warrants that there is no existing pattern or repetition of material customer complaints regarding the BETA Services, including functionality or performance issues, and that RUS's engineers have not currently identified any

Customer Data. All right, title and ownership of Customer Data, including any derivatives thereof, is and shall remain solely and exclusively vested in Customer, including all IPR relating thereto. Medidata shall process Customer Data for the purpose of providing the Services to Customer pursuant to the Instructions.

As between Supplier and AT&T, title to all Customer Information and customer proprietary network information (“CPNI”) (as that term is defined in Section 222 of the Communications Act of 1934, 47 U.S.C. §222 (as amended, “[Section 222]”)) shall be in AT&T. Except as otherwise provided herein, no license or rights to any Customer Information are granted to Supplier hereunder.

On a Program-by-Program basis, in the event an Abandonment occurs with respect to such Program (an “Abandoned Program”), Ginkgo will have the right to trigger the consequences set forth in Section 10.6(b) upon written notice to Customer specifying in reasonable detail the basis for such claim and identifying the clause in the definition of Abandonment corresponding to such claim (such notice, the “Abandonment Notice”); provided, that, but only where Ginkgo’s Abandonment Notice refers to clause (b) of the definition of Abandonment as the basis for its claim, # within ​ of receipt of an Abandonment Notice, Customer will have the right to request a meeting with Ginkgo to discuss Ginkgo’s abandonment claim (“Abandonment Dispute Notice”), # following such meeting, if the Parties are unable to reach agreement on whether abandonment under this Section 10.6 occurred prior to the Abandonment Notice, either Party may refer the matter for dispute resolution in accordance with Section 16.1, and # the consequences set forth in Section 10.6(b) shall not be effective until an adjudicator has determined that such abandonment has occurred.

Termination by Customer Party. During the term of this Agreement, the Customer Party may terminate this Agreement (or, with respect to all items except items (2) and (7) below, the particular Service or SOW only):

Customer Representations. Customer represents that it is responsible for the legal basis under Privacy Laws of any Personal Data in the Customer Data made available to Medidata for processing pursuant to the Instructions. Customer agrees that, as between the parties, it is responsible for compliance as the data controller (or data exporter) under Privacy Laws with respect to the Services.

Customer. Customer represents and warrants that # it owns or leases the Facilities; # it has the right and authority to enter into this Agreement; # it has all rights and licenses necessary to purchase and use the Products; # it does not require a license to any [[Illumina:Organization]] Application Specific IP, including without limitation, any Affiliate Application Specific IP in order to use the Products; # when performing Customer Use, it will only use the TG Consumables and Temporary Consumables; # it will use the Non-TG Consumables only for Research Use; and # the person(s) signing this Agreement on its behalf has the right and authority to bind Customer to the terms and conditions of this Agreement. Further, in the case of [[FMI:Organization]], [[FMI:Organization]] represents and warrants that # the person(s) signing this Agreement on its behalf has the right and authority to bind FMI Germany GmbH to the terms and conditions of this Agreement, # FMI Germany GmbH is a wholly-owned subsidiary of [[FMI:Organization]], and # [[FMI:Organization]] is jointly and severally liable for the acts or omissions of FMI Germany GmbH.

Customer Indemnity. Subject to Section 13.3, Customer will defend and will indemnify Medidata against any third party claim and from any resulting damage awards, settlement amounts and reasonable attorney’s fees in any cause of action arising out of or relating to: # the occurrence of a Customer Infringement Event; # any claim that any materials, software, or other items provided to Medidata by Customer infringes a third party’s Intellectual Property Rights; # ​; or # breach of Section 2.4.

Customer Confidences. The customers of the [[Non-Solicitation Period:Organization]] expect that the [[Non-Solicitation Period:Organization]] will hold all business-related matters, including the fact that they are doing business with the [[Non-Solicitation Period:Organization]] and the specific matters on which they are doing business, in the strictest confidence (“Customer Confidences”). The term Customer Confidences will not, however, include information which # is or becomes publicly available, other than as a result of a breach by Optionee of this Agreement or any restrictive covenants (including confidentiality, non-competition and non-solicitation) relating to the [[Non-Solicitation Period:Organization]], or # is or becomes available to Optionee on a non-confidential