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DocuSign Envelope ID:818337D8-7142-453C-8DE1-5D9B9A037D1E
<br /> 3. Independent Contractor: The Provider shall operate as an independent contractor and the
<br /> County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated
<br /> as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or
<br /> workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of
<br /> any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider.
<br /> 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability
<br /> Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may
<br /> be required by County's Risk Manager as such insurance requirements are described in the Orange County
<br /> Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is
<br /> incorporated herein by reference and may be viewed at
<br /> http://www.oran ecg ounLync. og v/departments/purchasing_division/contracts.php). If County's Risk Manager
<br /> determines additional insurance coverage is required such additional insurance shall consist of N/A (if no
<br /> additional insurance required mark N/A as being not applicable). Provider shall not commence work until
<br /> such insurance is in effect and certification thereof has been received by the County's Risk Manager.
<br /> 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County
<br /> from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable
<br /> attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or
<br /> destruction of any property caused in whole or in part by any negligent or intentional act or omission on the
<br /> part of the Provider, its agents, or assigns directly or indirectly related to the Services to be performed
<br /> pursuant to this Agreement on the part of the Provider. Customer acknowledges that it, and not Stratus, is a
<br /> professional health care provider. The County agrees to defend, indemnify and hold harmless to the extent
<br /> provided by North Carolina law Provider from any claims, including claims of third-parties, based on
<br /> medical malpractice or negligence of County(or its physicians, employees, independent contractors, etc.).
<br /> 6. Termination: This Agreement may be terminated at any time by mutual written agreement of
<br /> the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon
<br /> reasonable notice to the Provider. Upon termination of the Agreement, County will immediately stop using
<br /> the Services and will remove the Stratus software for all County owned devices. Additionally, County
<br /> hereby authorizes Provider to disable all Stratus accounts, software and access to Stratus services. In such
<br /> event, Provider will not be liable to County for damages of any kind (whether actual, incidental, or
<br /> consequential, including lost profits and lost revenues) arising out of or related to the loss of use of the
<br /> Services of the Stratus software. The County will return to Provider all Provider owned equipment.
<br /> 7. Limited Warranty. Stratus warrants that it will perform the Services in a professional manner
<br /> consistent with industry standards. Stratus makes no other representation, warranty or guarantee, express or
<br /> implied, of any kind, and Stratus specifically disclaims any warranty or condition of merchantability or
<br /> fitness for a particular purpose.
<br /> 8. Limitation of Liability. Customer acknowledges that interpretations may not be entirely
<br /> accurate in all cases and that events outside of the control of Stratus may result in incomplete or interrupted
<br /> service. Except as specifically stated otherwise, each party's aggregate liability to the other for claims arising
<br /> out of this Agreement, whether for breach or in tort and including but not limited to negligence, shall be
<br /> limited to the amount paid by Customer to Stratus within the previous 12 months. Further, neither party will
<br /> be liable for any indirect, punitive, special, incidental or consequential damage in connection with or arising
<br /> out of this Agreement (including loss of business, revenue, profits, use, data or other economic advantage),
<br /> however it arises, whether for breach or in tort, even if that party has been previously advised of the
<br /> possibility of such damage. Liability for damages shall be limited and excluded, even if any exclusive
<br /> remedy provided for in this Agreement fails of its essential purpose.
<br /> 9. Equipment Warranty. The warranty provided to Customer by Stratus with respect to the
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