2012-382 Planning - CTS Software - Software and Training $7,500

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i If Licensor objects to the disclosure of the requested information,Licensor agrees that it shall be solely responsible for the defense of and the cost of defending any claim or complaint against the Licensee based upon the Licenses n"s refusal to disclose the Proprietary Information.Licensor agrees that if any such complaint or claim is filed it will indemnify Licensee and will reimburse Licensee for any and all damages awarded against Licensee for its refusal to disclose the Proprietary Information. Licensor agrees that it releases Licensee from all loss,liability,claims or expense,including attorney's fees,arising out of or related to the release or disclosure or failure by the Licensee to release or disclose the Proprietary Information subject to a public records request.Licensor further agrees that it waives the right to file any court action for any such release,disclosure,or failure to release or disclose Proprietary Information. 5.4 Licensor will defend,indemnify and hold harmless the Licensee from all loss,liability,claims or expense,including attorney's fees,arising out of or related to the infringement of third party intellectual property rights by the Licensor. 6. Warranties 6.1 If the software fails to perform to Licensee's satisfaction at any time during the term of this Agreement following the initial installation,and/or corrections cannot be made by Licensor so that the software performs satisfactorily,this Agreement may be terminated,and no further license fee will be due from Licensee beginning the month in which the Agreement was terminated. 6.2 Other than the obligation set forth in this Paragraph 6,Licensor shall not be liable for any other payments to Licensee,and specifically shall not be liable for any special,incidental,consequential,indirect or actual loss incurred by Licensee. 7. Term and Termination 7.1 This Agreement shall be effective as of the date first stated above,and shall continue until terminated in accordance with its i provision. 7.2 This Agreement may be terminated on 24 hr.written notice by either party upon a breach by the.other party of a material aspect of this A e gre em rrt. ;. 7.3 Upon termination,Licensee shall pay to Licensor all amounts due prior to termination,and remove all software from hardware and storage devices.Licensee and any of their applicable employees and agents,who had not completed form prior to termination,shall promptly return to Licensor a signed and notarized copy of CTS Form 101. 7.4 Notwithstanding the provisions of Paragraph 7.4,Licensee may retain one hard copy printout of current database master(s)stoned in Licensors software,and all printed material produced by Licensoe's software prior to termination. 7.5 In the event of termination of this contract,Licensee agrees to sign and have notarized a software destruction document stating that all materials and product sources provided to Licensee under this agrees have been destroyed and or returned to the Licensor. 7.6 Non-Appropriation. Licensor acknowledges that Licensee is a governmental entity,and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event public funds are unavailable and not appropriated for the performance of Licensee's obligations under this Agreement,then this Agreement shall automatically expire without penalty to immediately upon written notice to Licensor of the unavailability and non-appropriation of public funds. It is. expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority,mandate and/or mandated functions,by state and/or federal legislative or regulatory action,which adversely affects County's authority to continue its obligations under this Agreement,then this Agreement shall automatically terminate without penalty to County upon written notice to Licensor of such limitation or change in County's legal authority. & Miscellaneous 8.1 This Agreement and all terms and conditions hereof and all questions arising there under shall be construed according to the laws of the State of North Carolina. Any and all suits or actions to enforce,interpret or seek damages with respect to any provision of,or the performance or non-performance of,this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County,North Carolina. 8.2 Any notice hereunder must be in writing addressed to the receiving party at the address given above,or such other address as is notified,in writing,to the other party from time to time. I