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EXHIBIT A
<br />GENERAL TERMS AND CONDITIONS
<br />(9-1-1 SERVICES AND SOFTWARE LICENSE)
<br />(a "Force Majeure Event'), including acts of God,
<br />flood, fire, earthquake or explosion, war, terrorism,
<br />invasion, riot or other civil unrest, embargoes or
<br />blockades in effect on or after the date of the
<br />Agreement, national or regional emergency, strikes,
<br />labor stoppages or slowdowns or other industrial
<br />disturbances, passage of Law or any action taken by a
<br />governmental or public authority, including imposing
<br />an export or import restriction, quota or other
<br />restriction or prohibition or any complete or partial
<br />government shutdown, or national or regional shortage
<br />of adequate power or telecommunications or
<br />transportation. Either Party may terminate the
<br />Agreement if a Force Majeure Event continues
<br />substantially uninterrupted for a period of 90 days or
<br />more.
<br />14.2. Obligations. In the event of any failure
<br />or delay caused by a Force Majeure Event, INdigital
<br />shall give prompt written notice to Customer stating
<br />the period of time the occurrence is expected to
<br />continue and use commercially reasonable efforts to
<br />end the failure or delay and minimize the effects of
<br />such Force Majeure Event.
<br />15. MISCELLANEOUS.
<br />15.1. Further Assurances. On a Party's
<br />reasonable request, the other Party shall, at the
<br />requesting Party's sole cost and expense, execute and
<br />deliver all such documents and instruments, and take
<br />all such further actions, as may be necessary to give
<br />full effect to the Agreement.
<br />15.2. Relationship of the Parties. The
<br />relationship between the Parties is that of independent
<br />contractors. Nothing contained in the Agreement
<br />(including these Terms) shall be construed as creating
<br />any agency, partnership, joint venture or other form of
<br />joint enterprise, employment or fiduciary relationship
<br />between the Parties, and neither Party shall have
<br />authority to contract for or bind the other Party in any
<br />manner whatsoever.
<br />A TRUE COPY
<br />CERT0CATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />business day, if sent after the addressee's normal
<br />business hours; and (iv) on the third business day after
<br />the date mailed by certified or registered mail, return
<br />receipt requested, postage prepaid.
<br />15.4. Interpretation. For purposes of the
<br />Agreement (including these Terms): (i) the words
<br />"include," "includes" and "including" are deemed to
<br />be followed by the words "without limitation"; (ii) the
<br />word "or" is not exclusive; (iii) the words "herein,"
<br />"hereof," "hereby," "hereto" and "hereunder" refer to
<br />the Agreement as a whole (including these Terms);
<br />(iv) words denoting the singular have a comparable
<br />meaning when used in the plural, and vice versa; and
<br />(v) words denoting any gender include all genders.
<br />Unless the context otherwise requires, references in
<br />the Agreement (including these Terms): (x) to
<br />exhibits, exhibits, attachments and appendices mean
<br />the exhibits, exhibits, attachments and appendices
<br />attached to, the Agreement (including these Terms);
<br />(y) to an agreement, instrument or other document
<br />means such agreement, instrument or other document
<br />as amended, supplemented and modified from time to
<br />time to the extent permitted by the provisions thereof,
<br />and (z) to a statute means such statute as amended
<br />from time to time and includes any successor
<br />legislation thereto and any regulations promulgated
<br />thereunder. T'he Parties intend the Agreement
<br />(including these Terms) to be construed without regard
<br />to any presumption or rule requiring construction or
<br />interpretation against the party drafting an instrument
<br />or causing any instrument to be drafted. The exhibits,
<br />schedules, attachments and appendices referred to in
<br />the Agreement (including these Terms) are an integral
<br />part of the Agreement to the same extent as if they
<br />were set forth verbatim in the Agreement.
<br />15.5. Headings. The headings in the
<br />Agreement (including these Terms) are for reference
<br />only and do not affect the interpretation of the
<br />Agreement (including these Terms).
<br />15.6. Entire Agreement. The Agreement,
<br />15.3. Notices. Except as otherwise expressly
<br />together with these Terms and any other documents
<br />set forth in the Agreement, any notice, request,
<br />incorporated by reference into the Agreement (and, if
<br />consent, claim, demand, waiver or other
<br />applicable, together with the Software Support and
<br />communication under the Agreement will have legal
<br />Maintenance Agreement), constitute the sole and
<br />effect only if in writing and addressed to a Party at its
<br />entire agreement of the Parties with respect to the
<br />address or e-mail designated in the Agreement.
<br />subject matter of the Agreement and supersede all
<br />Notices sent in accordance with this Section 14.3 will
<br />prior and contemporaneous understandings,
<br />be deemed effectively given: (i) when received, if
<br />agreements, representations and warranties, both
<br />delivered by hand, with signed confirmation of
<br />written and oral, with respect to such subject matter.
<br />receipt; (ii) when received, if sent by a nationally
<br />recognized overnight courier, signature required; (iii)
<br />15.7. Assignment. Customer shall not assign
<br />when sent, if by e-mail, (in each case, with
<br />or otherwise transfer any of its rights, or delegate or
<br />confirmation of transmission), if sent during the
<br />otherwise transfer any of its obligations or
<br />addressee's normal business hours, and on the next
<br />performance, under the Agreement (including these
<br />Terms) without INdi tal's
<br />gi prior written consent. Any
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