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2023-074
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DocuSign Envelope ID: F842A29D-5DEF-41013-A860-3A1E4AE8E5DC <br />EXHIBIT A <br />GENERAL TERMS AND CONDITIONS <br />(9-1-1 SERVICES AND SOFrwARE LICENSE) <br />bound by written confidentiality and restricted <br />use obligations at least as protective of the <br />Confidential Information as the terms set forth in <br />this Section 5; <br />(c) safeguard the Confidential Information <br />from unauthorized use, access or disclosure <br />using at least the degree of care it uses to protect <br />its similarly sensitive information and in no <br />event less than a reasonable degree of care; <br />(d) promptly notify the Disclosing Party of <br />any unauthorized use or disclosure of <br />Confidential Information and cooperate with <br />Disclosing Party to prevent further unauthorized <br />use or disclosure; and <br />(e) ensure its Representatives' compliance <br />with, and be responsible and liable for any of its <br />Representatives' non-compliance with, the terms <br />of this Section 5. <br />Notwithstanding any other provisions of the <br />Agreement (including these Terms), the Receiving <br />Party's obligations under this Section 5 with respect <br />to any Confidential Information that constitutes a <br />trade secret under any applicable Law will continue <br />until such time, if ever, as such Confidential <br />Information ceases to qualify for trade secret <br />protection under one or more such applicable Laws <br />other than as a result of any act or omission of the <br />Receiving Party or any of its Representatives. <br />5.4. Compelled Disclosures. If the Receiving <br />Party or any of its Representatives is compelled by <br />applicable Law to disclose any Confidential <br />Information then, to the extent permitted by <br />applicable Law, the Receiving Party shall: <br />(a) promptly, and prior to such disclosure, notify the <br />Disclosing Party in writing of such requirement so <br />that the Disclosing Party can seek a protective order <br />or other remedy or waive its rights under Section 5.3 <br />of these Terms; and (b) provide reasonable assistance <br />to the Disclosing Party, at the Disclosing Party's sole <br />cost and expense, in opposing such disclosure or <br />seeking a protective order or other limitations on <br />disclosure. If the Disclosing Party waives compliance <br />or, after providing the notice and assistance required <br />under this Section 5.4. the Receiving Party remains <br />required by Law to disclose any Confidential <br />Information, the Receiving Party shall disclose only <br />that portion of the Confidential Information that the <br />Receiving Party is legally required to disclose and, on <br />the Disclosing Party's request, shall use <br />commercially reasonable efforts to obtain assurances <br />from the applicable court or other presiding authority <br />that such Confidential Information will be afforded <br />confidential treatment. <br />5.5. Return, Destruction. Confidential <br />Information will remain the property of the <br />Disclosing Party and will, at the Disclosing Party's <br />request and after it is no longer needed for the <br />purposes of the Agreement (including these Terms) <br />or upon expiration or termination of the Agreement <br />(including these Terms) for any reason, whichever <br />occurs first, promptly be returned to the Disclosing <br />Party or be destroyed, together with all copies made <br />by the Receiving Party and by anyone to whom such <br />Confidential Information has been made available by <br />the Receiving Party in accordance with the provisions <br />of this section. <br />6.1. License Fees. In consideration of the rights <br />granted to Customer under the Agreement (including <br />these Terms), Customer shall pay to INdigital the <br />license fees set forth in Exhibit D (attached to, and <br />incorporated by reference into, the Agreement) in <br />accordance with that exhibit and the terms of this <br />Section 6. If the Term is renewed for any Renewal <br />Term(s) pursuant to Section 9.2 of these Terms, <br />Customer shall pay the then -current standard license <br />fees that INdigital charges for the Software during the <br />applicable Renewal Term. <br />6.2. Additional Fees and Expenses. In <br />consideration of INdigital providing installation, <br />support and maintenance, training, and other ancillary <br />services under the Agreement (including these <br />Terms), Customer shall pay to INdigital the fees set <br />forth in Exhibit D attached to, and incorporated by <br />reference into, the Agreement, and shall reimburse <br />INdigital for out-of-pocket expenses incurred by <br />INdigital in connection with performing these <br />services, in accordance with that exhibit and the <br />terms of this Section 6. <br />6.3. Taxes. All license fees and other amounts <br />payable by Customer under the Agreement (including <br />these Terms) are exclusive of taxes and similar <br />assessments. Without limiting the foregoing, <br />Customer is responsible for all sales, service, use and <br />excise taxes, and any other similar taxes, duties and <br />charges of any kind imposed by any federal, state or <br />local governmental or regulatory authority on any <br />amounts payable by Customer under the Agreement, <br />other than any taxes imposed on INdigital's income. <br />6.4. Payment. Customer shall pay all amounts <br />due and owing under the Agreement (including these <br />Terms) within thirty 30 days after the date of <br />INdigital's invoice therefor. Customer shall make all <br />payments under the Agreement in US dollars by wire <br />transfer or check to the address or account specified <br />in Exhibit D attached to, and incorporated by <br />
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