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09/20/2022
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09/20/2022
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Last modified
12/12/2022 10:14:07 AM
Creation date
12/12/2022 9:40:05 AM
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Meetings
Meeting Type
BCC Regular Meeting
Document Type
Agenda Packet
Meeting Date
09/20/2022
Meeting Body
Board of County Commissioners
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sublicensing and distribution is expressly prohibited <br />g. Customer agrees not to modify, enhance or otherwise alter any Software Update unless <br />specifically authorized in the user documentation provided by L3Harris with such Software <br />Update or unless the prior written consent of L3Harris is obtained. Under no circumstance <br />shall Customer create or permit the creation of any derivative work from any Software <br />Update or the reverse engineering or replication of any Software Update. <br />h. Third -Party Software and Third -Party Support Agreements (relative to the Third -Party <br />Software) will be supported in accordance with the individual manufacturer's provisioning <br />policy. 1,311arris will utilize commercially reasonable efforts to assure Third -Party <br />Software and Third -Party Support Agreements are available for sale to Customer (at <br />Customer's expense) to support its Services under this Agreement. L3Harris shall not be <br />liable to Customer for Third -Party Software obsolescence or Third -Party Support <br />Agreements unavailability under this Agreement beyond L311arris' commercially <br />reasonable efforts. At Customer's request, L3Harris shall provide to Customer an estimate <br />of all charges for any required (and if available) Third -Party Support Agreements or <br />Software of any Software that has become obsolete or unavailable. <br />i. Nothing herein grants Customer any right to sublicense any software included as part of <br />the Equipment or to distribute copies to any other person or entity, and such sublicensing <br />and distribution is expressly prohibited. <br />10. FORCE MAJEURE. <br />CI shall not be responsible for delays or failures in performance under this Agreement that are due <br />to causes beyond its reasonable control including, but not limited to a Force Majeure Event as <br />defined in this Agreement. In the event such delays or failures interrupt CI' Services to Customer, <br />CI shall promptly notify Customer of the circumstances and the anticipated delay.Subject to CI <br />promptly notifying Customer in writing of the reason for and likely duration of the delay, the <br />performance of CI' obligations, to the extent affected by the delay, shall be suspended during the <br />period that the cause persists provided that Cl shall use all reasonable efforts to avoid the effect of <br />that cause provided that if performance is not resumed within ninety (90) days of that Notice the <br />Customer may at any time thereafter, but in any event before resumption of obligations by CI, by <br />Notice terminate the affected portion of this Agreement. <br />11. INDEPENDENT CONTRACTOR. <br />Nothing herein contained shall be construed to constitute the Parties hereto as partners or joint <br />ventures or the agent of the other Party in any sense of these terms whatsoever, and no Party may <br />act for or bind another Party in any dealings with a Third -Party. <br />12. DISPUTES. <br />The Parties shall attempt to resolve in good faith any disputes arising under or in relation to or in <br />connection with this Agreement or its subject matter. If good faith negotiations between the Parties <br />fail to resolve the dispute, then before issuing court proceedings, the Parties shall give due <br />consideration to the use of mediation or alternative dispute resolution techniques and reference to <br />independent experts. <br />209 <br />13. JURISDICTION. <br />Tlip nnnetnintinn voliAity *"A norfnrmonnn of tide A `rr .—.-+ A-11 I. ......e«.,e.l —A :..40...--+-A <br />
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