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use its best efforts to resolve any issues or obstacles-including cooperating with New World and reassigning personnel if necessary to improve the working relationship; (iv) At the end of ninety (90) days unless the termination has been revoked in writing by Customer,the Agreement terminates. 15.2 By New World If Customer fails to make prompt payments to New World when invoiced,or if Customer fails to fulfill its responsibilities outlined in Section 11, Paragraph 6.0,then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall define the reason for termination;and shall provide a detailed description(with examples); (ii) Customer fails to pay amounts due under this Agreement in accordance with the terms of the Florida Prompt Payment Act, Florida Statutes 218 70 et.seq, If the cited reason for termination is Customer's failure to fulfill its responsibilities,Customer shall have ninety (90)days from receipt of said notice to correct any actual deficiencies in order to satisfy the terms of this Agreement; (iv) During the applicable cure period,New World will use sound management practices and its best efforts to resolve any issues or obstacles--including the'reassignment of personnel if necessary to improve the working relationship; (v) At the end of the applicable cure period,unless the termination has been revoked in writing by New World,the Agreement terminates. 15.3 In the event of termination by either party, New World shall continue to provide its services, as previously scheduled, through the termination date and the Customer shall continue to pay all undisputed fees and charges incurred through the termination date as provided in the attached Exhibits. 15.4 Upon termination under subparagraph 15.1,Customer shall return to New World all copies of each application of Licensed Software and related Licensed Documentation provided to Customer under this Agreement. 15.5 Nothin i in this paragraph on termination is intended to imply that either party has or does not have a claim for damages. 15.6 The Terms and Conditions relating to ownership, warranties, non-recruitment of personnel, confidentiality and non-disclosure, limitation of liability and recoverable damages, Copyright Act, dispute resolution,patent and trademark indemnification and the General provisions(18.0),survive termination. 16.0 PATENT AND TRADEMARK INDEMNIFICATION New World agrees to indemnify and save the Customer harmless from and against any and all judgments, suits, costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any patent or copyright arising from the licensing ofthe Licensed Standard Software pursuant to this Agreement,provided that Customer has notified New World in writing of such allegation within thirty (30)days of the date upon which the Customer first receives notice thereof. New World's obligation to indemnify and save Customer harmless under this paragraph is void if the claim of infringement arises out ofor in connection with any modification made to the Licensed Standard Software or any use of the Licensed Standard Software not specifically authorized in writing by New World. 17.0 NOTICES 17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail or overnight mail with signed proof of delivery,to the business address of the Customer(or to any other address so specified by Customer): Customer: Indian River County, Attn. John King,Director of Emergency Services 1840 25th Street Vero Beach,FL 32960-3365 Telephone:(772)226- 1225 With a required copy to: Indian River County Sheriffs Office CONFIDENTIAL Page 8 (Revised 02/10/04) Indian River Co.,FL SmeadSoft Reprint Date:Wednesday,July 13,2016-13:01:57-OfficialDOcuments:3510,Attachment Id 1,Page 8