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DocuSign Envelope ID:C3ACE658-720C-402F-AE1C-C7B9F4726DB6
<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.orangecountync.gov/departments/purchasing division/contra cts.php). If County's Risk
<br /> Manager determines additional insurance coverage is required such additional insurance shall consist of N/A
<br /> (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work
<br /> until 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. County acknowledges that it, and not Provider, 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 the County(or its physicians, employee, 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 hereby
<br /> authorizes Provider to disable all Status accounts, software, and access to Stratus services. In such event, to
<br /> the extent allowed by North Carolina law, Provider will not be liable to County for damages of any kind
<br /> (whether actual, incidental, or consequential, including lost profits and lost revenues) arising out of or related
<br /> to the loss of use of the Services of the Stratus software. The County will return to the Provider all Provider-
<br /> owned equipment.
<br /> 7. Limited Warranty: Stratus warrants that it will perform the Services in a professional manner
<br /> consistent with industry standards. Except for the express warranties provided in this Agreement and to the
<br /> extent allowed by applicable law, 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: County 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 and to the extent allowed by North Carolina law, each party's
<br /> aggregate liability to the other for claims arising out of this Agreement, whether for breach or in tort and
<br /> including but not limited to negligence, shall be limited to the amount paid by County to Stratus within the
<br /> previous 12 months. Further, neither party will be liable for any indirect, punitive, special, incidental or
<br /> consequential damage in connection with or arising out of this Agreement (including loss of business,
<br /> revenue, profits, use, data or other economic advantage), however it arises, whether for breach or in tort,
<br /> even if that party has been previously advised of the possibility of such damage. Liability for damages shall
<br /> be limited and excluded, even if any exclusive remedy provided for in this Agreement fails of its essential
<br /> purpose.
<br /> 9. Equipment Warranty: The warranty provided to Customer by Stratus with respect to the
<br /> Equipment is set forth in Exhibit "B" of Attachment A. The warranty period shall commence upon
<br /> Acceptance of the Equipment.
<br /> 10. Additional Terms: The obligations of the parties under this Agreement which by their nature
<br /> should continue beyond the termination or expiration of this Agreement will remain in effect after
<br /> termination or expiration.
<br /> Revised 2/17 2
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