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Patriot's written request, County will promptly provide supplemental documentation about the
<br />non - appropriation. Provided however, County must take all necessary action to budget and
<br />secure any funds required to fulfill its contractual obligations for each fiscal year during the term
<br />of the Agreement, including the exhaustion of all available administrative appeals if funding is
<br />initially denied. Termination pursuant to this Section shall be subject to the Section 6.3 of this
<br />Agreement.
<br />7. Warranties
<br />7.1. Each party represents and warrants that it has received all necessary authority and
<br />approvals to enter. into this Agreement, and that the negotiation and performance of this
<br />Agreement is not in conflict with any other agreement entered into by such party. Patriot and IIS
<br />each further represents and warrants that it will provide services under this Agreement in a good
<br />and workmanlike manner, using qualified personnel. Each party further represents and warrants
<br />that it will use good faith efforts to perform its obligations under this Agreement in accordance
<br />with the terms of this Agreement, including the Exhibits hereto.
<br />7.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PARTY
<br />MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY
<br />IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A
<br />PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE
<br />TRADE OR BY COURSE OF-DEALING.
<br />8. Liability
<br />8.1. Ail liability arising under or relating to the subject matter of this Agreement, whether
<br />under theory of ,contract, tort (including negligence), or otherwise, shall be limited to direct
<br />damages. Neither party, including its officers, directors, employees, agents, representatives, and
<br />subcontractors, shall have any liability to the other party or to any third party for any incidental,
<br />punitive, indirect, special or consequential damages, including but not limited to lost profits, loss
<br />of data, cost of recreating lost data, interruption of business, or costs of procurement of substitute
<br />goods or services, even if advised of the possibility of such damages, whether under theory of
<br />warranty, contract, tort (including negligence), strict liability or otherwise.
<br />8.2. IIS will defend, indemnify, and hold Patriot and its affiliates and agents harmless
<br />from and against any and all claims, costs, losses, damages, and expenses (including reasonable.
<br />attorneys' fees) pursued by a third party if such claims arise out of or are related to the use of or
<br />errors in the IIS System.
<br />8.3. Patriot will defend, indemnify, and hold IIS and its affiliates and agents harmless
<br />from and against any and all claims, costs, losses, damages, and expenses (including reasonable
<br />attorneys' fees) pursued by a third party if such claims arise out of or are related to the use of or
<br />errors in the Patriot System.
<br />8.4. In the event that either Party claims that it requires indemnification from the other
<br />Party under the terms of this Agreement, then such Party shall provide the other Party with: (a)
<br />prompt written notice regarding such claim, including copies of all communications relating
<br />thereto; (b) sole authority to defend or settle such claim; and (c) reasonable assistance and
<br />cooperation with respect to such claim, at the expense of the indemnifying Party.
<br />9. Dispute Resolution
<br />9.1. The parties agree to attempt to resolve any controversy, claim or dispute
<br />( "Dispute ") arising out of or relating to this Agreement by means of good faith discussion and
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