|
of, or otherwise associated with the provision of Services hereunder. If Client is exempt from such taxes, fees or charges,
<br />Client will provide RTS with the necessary supporting documentation at the time execution of this Statement of Work.
<br />(c) RTS warrants that the Services provided by RTS hereunder will be performed in accordance with generally accepted
<br />professional standards. RTS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SERVICES
<br />PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON - INFRINGEMENT.
<br />(d) RTS may, as it deems appropriate, use subcontractors for all or any portion of the Services, and in such event RTS will
<br />direct and be fully responsible for the coordination of all activities of such parties.
<br />(e) Each party (the "Indemnifying Party ") will indemnify, defend and hold harmless the other party and such party's
<br />shareholders, directors, officers, employees, representatives, agents, fiuccessors and assigns (collectively, the
<br />"Indemnified Parry"), and will pay any and all damages, costs and expenses (including reasonable attomeys' fees) Incurred
<br />by the Indemnified- Party -As a result of, or arising out of, claims, suits or demands of third parties for loss of life, personal
<br />injury and/or damage to real or tangible personal property, to the extent such loss or damage Is caused by the gross
<br />negligence or willful misconduct of the Indemnifying Party. The indemnification obligations set forth herein are contingent
<br />upon the Indemnified Party providing the Indemnifying Party with prompt notice of any such claims and providing all
<br />reasonable assistance In the defense of such claims.
<br />(f) Except for payment of amounts due hereunder, neither party will be responsible for failure to fulfill its obligations hereunder
<br />due to causes beyond Its reasonable control, including without limitation, product unavailability, carrier delays, delays due
<br />to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of
<br />God, or acts of any governmental agency.
<br />(g) Neither party will be liable for special, Incidental, Indirect, or consequential damages even if advised of the possibility of
<br />such damages. RTS' liability under this Statement of Work will be limited to the amounts paid by Client for the Services
<br />giving rise to the claim.
<br />(h) Client will not solicit for hire the employees of RTS whether as employees or Independent contractors, other than through
<br />general advertisements for employment, for a period of one (1) year from the last date of direct work by such employee In
<br />activities related to this Statement of Work.
<br />(1) Notices provided under this Statement of Work will be given In writing to the address set forth above or such other address as
<br />such party may specify from time to time, and will be deemed received upon the earlier of actual receipt or three (3) days after
<br />mailing if mailed postage prepaid by regular mail, or one (1) day after such notice is sent by overnight courier.
<br />(j) Any purchase order Issued by Client .will be for administrative purposes only. Any additional or different terms and
<br />conditions contained in any purchase order are null and vold and are superseded by this Statement of Work, and RTS
<br />hereby gives notice of its objection of.such additional terms.
<br />(k) This Statement of Work will be construed in accordance with and governed by the laws of the State of Illinois without
<br />regard to its conflicts of law rules. Any action or proceeding arising out of or relating to this Statement of Work will be
<br />commenced exclusively in any state or federal court of competent Jurisdiction located In Illinois and the parties consent to
<br />personal jurisdiction therein and to service by certified mail.
<br />(1) if any provision of this Statement of Work Is hold to be invalid or unenforceable, the validity and enforceability of the
<br />remaining provisions hereof will not be affected or Impaired in any way. Upon a party's breach or default hereunder, the
<br />other party's failure, whether single or repeated, to exercise a right hereunder will not be deemed to be a waiver of that
<br />right as to any future breach of default. Client and RTS agree that the warranties, covenants, agreements, disclaimers, and
<br />Indemnities contained In this Statement of Work will survive the passing of title and termination.
<br />(m) This Statement of Work together with any amendments, attachments and exhibits thereto, constitutes the entire agreement
<br />between the parties with respect to the Services provided hereunder and supersedes any and all prior expressions,
<br />whether written or oral. This Statement of Work may not be modified or amended except In writing and signed by both
<br />parties.
<br />Statement of Work No. ORD- 23171- EA2E5O 6123109- tv -1.0
<br />Relational Technology Solutions "RTS° — Proprietary
<br />8
<br />
|