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A TRUE COPY CERTIFICATION ON LAST PAGE RYAN L. BUTLER, CLERK MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AVAILABILITY OR OTHERWISE. 8. Member Indemnity. Unless otherwise prohibited by law, Member will defend, indemnify, and hold PSTA and Motorola harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third -party claim, demand, action, or proceeding arising from or related to (a) Member provided Content Material, including any claim, demand, action, or proceeding alleging that any such Content Materials (or the integration or use thereof with the products and Services) infringes or misappropriation a third -party intellectual property or other right, violates applicable law, or breaches the Agreement; or (b) Member's or its Authorized User's use of, access to and/or reliance on any Content Material from PSTA or Motorola through the Public Safety Threat Alliance (b) Member's or its Authorized User's breach of this Agreement; or (c) Member's (or its service providers, agents, employees, or Authorized User's) negligence or willful misconduct. The Public Safety Threat Alliance will give Member prompt, written notice of any claim subject to the foregoing indemnity. The Public Safety Threat Alliance will, at its own expense, cooperate with Member in its defense or settlement of the claim. 9. General Provisions 9.1 Third -Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. 9.2 Entire Agreement; General Information. This Agreement constitutes the entire agreement between Member and the PSTA with respect to the subject matter hereof and governs the use of Content Material and other related services. If any provision of this Agreement is held to be invalid by any law, rule, order or regulation of any government or by the final determination of any state or federal court, such invalidity shall not affect the enforceability of any other provision of this Agreement. The failure of PSTA or Motorola to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The Parties agree that the statutes and laws of the United States and the State of Member's jurisdiction without regard to conflicts of laws principles, will apply to all matters relating to this Agreement, and that any litigation shall be subject to the exclusive jurisdiction of the state or federal courts in the State of Member's jurisdiction. The Parties further agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. 9.3 Authority. Each party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the party. The terms of this Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Member purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 9.4. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this