|
A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />change in law that renders ESi provision of the Software unlawful or otherwise non-compliant with applicable
<br />law. Client's payment obligations shall continue during any period of suspension pursuant to this Section.
<br />Client agrees that ESi shall have no liability to Client, and Client waives any claim or action against ESi, in the
<br />event of termination of access to the Software as provided in this Agreement. ESi shall make reasonable
<br />efforts to restart such access upon Client's cure or correction of the event of default or breach unless it has
<br />already terminated this Agreement or any Quotes, Statements of Work and Exhibits as provided hereunder.
<br />Client shall reimburse and pay to ESi all charges, expenses and fees incurred by ESi or payable by ESi to
<br />third parties as a result of such suspension of Software or reconnection/restart of such access to such
<br />Software.
<br />18.6 Reserved
<br />18.7 Survival. The provisions of this Agreement that, by sense and context of the provision, are intended
<br />to survive performance by either or both parties shall also survive the completion, expiration, termination or
<br />cancellation of this Agreement.
<br />18.8 The termination of this Agreement shall not relieve the Client of its obligation to pay any Charges and
<br />Fees incurred hereunder prior to the effective date of such termination or expiration or that result or arise from the
<br />termination of this Agreement (as provided in herein).
<br />19. Indemnification.
<br />19.1 By ESi. ESi shall, at ESi's sole cost and expense, defend Client against a third party claim that the
<br />Software provided hereunder by ESi infringes such third party's U.S. patent or copyright (or other jurisdiction
<br />as agreed to in writing by both parties), and ESi shall pay damages that a court finally awards to such third
<br />party to the extent based on such claims or is agreed to by ESi in settlement of such claims, provided that (i)
<br />Client provides ESi prompt written notice of such claims, (ii) ESi controls the defense and settlement of such
<br />claims, and (iii) Client, at ESi's expense, reasonably cooperates with ESi in the defense and settlement of
<br />such claims. ESi's obligation hereunder shall not extend to a claim to the extent such claim is based on any
<br />alleged infringement arising from any (a) infringement or contributory infringement to the extent caused in
<br />whole or in part by Client, its Users, agents, representatives, employees or by third parties under Client's
<br />direction or control; (b) additions, changes or modifications to the Software by or on behalf of Client except for
<br />any additions, changes or modifications made by ESi or its Suppliers on ESi's behalf; (c) incorporation of the
<br />Software or any component thereof into any other product or process; or (d) use of the Software other than
<br />as permitted by this Agreement or the applicable Quote or Order. Should the Software become, or in EST's
<br />opinion, be likely to become the subject of any such suit or action for infringement for which ESi is responsible
<br />under this Section, or if Client is enjoined from using the Software, ESi shall, at ESi's sole option and expense,
<br />(x) procure the right to continue providing the Software; (y) replace or modify such Software so that they
<br />become non -infringing and functionally equivalent; or (z) may terminate that portion of the allegedly infringing
<br />Software on written notice to Client. This Section states ESi's entire liability for infringement claims relating to
<br />the Services, Software, or Support Services.
<br />19.2 By Client. Client agrees to indemnify the ESi's 1 extent authorized by section 768.28, Florida Statutes.
<br />20. Export Controls. Client acknowledges that the Software and Documentation are subject to United States
<br />export laws. Client shall not, nor shall Client authorize or permit its directors, employees, consultants,
<br />independent contractors or other persons, to export, re-export, disclose or otherwise provide the Software
<br />and/or Documentation to any country unless an appropriate license, exemption or authorization has been
<br />obtained from the U.S. Government. Client expressly agrees that Client shall not export, re-export, barter, or
<br />otherwise provide or disclose the Software and Documentation, in whole or in part, to: (a) any country covered
<br />by any United States trade embargo; (b) any person listed on the United States Department of Treasury's list
<br />of Specially Designated Nationals; (3) any person or entity listed on the United States Department of
<br />Commerce Denied Persons List; (4) any person or entity listed on the United States Department of Commerce
<br />Unverified or Entity Lists; (5) any person or entity listed on the United States Department of State Debarred
<br />List; or (6) any person or entity where such export, re-export, barter, disclosure or provision violates United
<br />State export control law or regulation. Client represents and warrants that neither it nor its directors,
<br />employees, consultants, nor any other persons or entities who may gain access to the Software and
<br />Documentation through the Client, are persons or entities subject to such U.S. export controls. Client agrees
<br />to indemnify ESi's extent authorized by section 768.28, Florida Statutes.
<br />21. U.S. Government Rights.
<br />a. If Client is an agency, department, or other entity of the United States Government ("Government"), or
<br />funded by the United States Government, Client's use, duplication, reproduction, release, modification,
<br />disclosure or transfer of the Software, Documentation, technical specifications, or any related materials
<br />of any kind, including technical data, is restricted in accordance with Federal Acquisition Regulation
<br />("FAR") 12.212 for civilian agencies, Defense Federal Acquisition Regulation Supplement ("DFARS")
<br />227.7202 for military agencies and the equivalent regulations for the Department of Energy. The use of
<br />Confidential and Proprietary
<br />Indian River.ESLEUSA.draft 9-10-24 Page 12 of 20
<br />
|