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agents and representative from any and all from all loss, liability, claims or <br />expense, including attorney's fees, arising from or related to the negligent or <br />willful removal, deletion, extraction, modification, revision, or the denial or <br />restriction of access to any Content such that the Content is temporarily or <br />permanently unavailable for disclosure in response to a public records request or <br />prevents the County from complying with applicable records retention laws. <br />Term and Termination <br />39• The Term of this Agreement commences upon the earlier of your first use of <br />Cloud Preservation or the provision by Nextpoint of any services hereunder. You <br />may terminate the Agreement at any time upon notice to Nextpoint. Nextpoint <br />may terminate the Agreement upon 3o days' notice to you, upon 7 days' notice for <br />a material, uncured breach, or as otherwise set forth in this Agreement. <br />40. All provisions relating to payment of fees, ownership, confidentiality, as well <br />as any definitions, shall survive termination of the Agreement for an indefinite <br />period. <br />41.Upon termination and at your request, Nextpoint will convert your Cloud <br />Preservation data into an industry- standard, delimited export format and deliver <br />the data to you. <br />Final Clauses <br />42. The parties have read this Agreement and agree to be bound by its terms. This <br />Agreement constitutes the entire Agreement, and supersedes all previous <br />communications or commitments. Any changes to these terms must be in writing <br />and acknowledged by authorized representatives of both parties. If this <br />Agreement is incorporated into a separate services agreement between you and <br />Nextpoint, and in the event of any conflict or inconsistency between this <br />Agreement and the other agreement, this Agreement shall be controlling as to <br />matters relating to the Cloud Preservation service and your use thereof. <br />43• Any notices shall be in writing and addressed to the representatives of the <br />parties set forth above, either by reputable overnight courier or by electronic mail <br />with confirmation of delivery. The provisions of this Agreement are severable; the <br />unenforceability of any provision of this Agreement shall not affect the <br />enforceability of any other. A waiver by either party of any term or condition of <br />this Agreement or any breach thereof, in any one instance, shall not waive such <br />term or condition or any subsequent breach thereof. This Agreement is not <br />transferable or assignable to any other party by either party, except to an acquirer <br />of all or substantially all of Cloud Preservation business. <br />44• Nothing contained in this Agreement is intended or shall be construed to <br />confer upon any person (other than the parties hereto) any rights, benefits or <br />remedies of any kind or character, or to create any obligations or liabilities of a <br />party to any such person. <br />45• The Cloud Preservation service is offered and available for use by any and all <br />Members, which may include your competitors and /or parties to whom you are <br />4043 N. RAVENSWOOD AVENUE • CHICAGO IL • 6o613 NEXTPOINT.COM <br />