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CONFIDENTIAL e'munr m. A [RUE COPY CERTIFICATION ON LAST PAGE E -BUILDER - SERVICE AGREEMENT J.R. SMITH, CLERK 4.3 Indemnity. e -Builder agrees to indemnify and hold harmless the Customer (for services rendered under. a Task Order, as applicable), , its officers, directors, employees or agents from and against any claims made upon it by any third party, arising out of information of software provided by it or actions of its employees, agents or invitees. 5. AUDIT RIGHTS. e -Builder will have the right, during normal business hours and upon at least five (5) days prior written notice, to have an independent audit firm selected by e -Builder audit Customer's records relating to Customer's activities pursuant to this Service Agreement in order to verify, that Customer has complied with the terms of this Agreement Such audits will be conducted no more than once in any period of twelve (12) consecutive months, and e -Builder will adhere to any security measures required by the,Ordering Activity. 6. CONFIDENTIALITY. Confidential Information refers to all nonpublic information provided by one party to the other, but it does not include this Service Agreement. The Parties agree that, except to the extent necessary to implement the terms and conditions of this Agreement, when authorized in writing by the other Party or when otherwise required by law: (i) each Party will preserve and protect the confidentiality of the other Party's Confidential Information; (ii) neither Party will disclose to any third party the existence, source, content or substance of the other Party's Confidential Information, or make copies of such Confidential Information except as required by this Agreement;. (iii) neither Party will deliver the other Party's Confidential Information to any third party, or permit such information to be removed from the premises of the Party receiving such information; and (iv) each Party shall advise any of its employees or agents working on or having access to the other Party's Confidential Information of the confidentiality of such information. 7. MISCELLANEOUS 7.1 Govemina Law and Venue. This Agreement shall be governed by and interpreted in all respects in accordance with the laws of the United States. 7.2 Notices. All notices required or permitted .to be sent pursuant to .this Agreement shall, unless otherwise specifically.provided, be in writing and shall be deemed given when delivered personally or by facsimile, overnight air courier or certified mail (postage prepaid, return receipt requested), to the addresses shown above or such other substitute address designated in writing. 7.3 Force Majeure. Notwithstanding any other provision of this Agreement, if by reason of Force Majeure,.any Party is unable to perform certain of its obligations under this Agreement it shall be automatically relieved of those obligations to the extent, and for the period of time, that such.Party is prevented from meeting them by Force Majeure. E -BUILDER, INC. By: Title: Date: e -Builder Task Order: Indian River County IND.I I ER COUN$Y ,: �MlssiorrE��:•, By. eter D. O' Bryan Chairman �U .o Title: RIVER•''• Date: August 14, 2018 APPROVED AS TO FORM AND LEGAL S FF71E BY/ WILLIAM K. DEBRAAL DEPUTY COUNTY ATTORNEY ATTEST: Jeffr y R. Smith erk of Court Comet BY: u Cl c Page 3