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DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269
<br /> Customer shall not: (i) copy, modify, reverse engineer, de- affiliate organizations having a need to know; or (ii) to the
<br /> compile, disassemble or otherwise attempt to discover or personnel of the Receiving Party's consultants and service
<br /> replicate the computer source code and object code provided or providers having a need to know, and only then if such
<br /> used by Everbridge in connection with delivery of the Solutions consultants and service providers are bound by confidentiality
<br /> (the "Software") or create derivative works based on the and non-disclosure commitments substantially similar to those
<br /> Software, the Solutions or any portion thereof; (ii) merge any of contained herein. Each Party agrees to protect the Confidential
<br /> the foregoing with any third party software or services; (iii) use Information of the other Party with the same level of care that it
<br /> any Everbridge Confidential Information to create a product that uses to protect its own confidential information, but in no event
<br /> competes with the Software; (iv) remove, obscure or alter any less than a reasonable level of care.
<br /> proprietary notices or labels on the Software or any portion of the
<br /> Solutions; (v) create internet "links" to or from the Solutions, or 8• WARRANTIES; DISCLAIMER.
<br /> "frame"or"mirror"any content forming part of the Solutions,other 8,1 Everbridge Warranty. Everbridge shall use
<br /> than on Customer's own intranets for its own internal business commercially reasonable efforts to provide the Services herein
<br /> purposes; (vi) use, post, transmit or introduce any device, contemplated.To the extent professional services are provided,
<br /> software or routine (including viruses, worms or other harmful Everbridge shall perform them in a professional manner
<br /> code)which interferes or attempts to interfere with the operation consistent with industry standards.
<br /> of the Solutions; (vii) use the Solutions in violation of any
<br /> applicable law or regulation; or (viii) access the Solutions for 8.2 Disclaimer. NEITHER EVERBRIDGE NOR ITS
<br /> purposes of monitoring Solutions availability, performance or LICENSORS WARRANT THAT THE SOLUTION WILL
<br /> functionality, or for any other benchmarking or competitive OPERATE ERROR FREE OR WITHOUT INTERRUPTION.
<br /> purposes. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL
<br /> 6.3 Reservation of Rights. Other than as expressly set EVERBRIDGE HAVE ANY LIABILITY TO CUSTOMER,
<br /> forth in this Agreement, Everbridge grants to Customer no license USERS, CONTACTS OR ANY THIRD PARTY FOR
<br /> or other rights in or to the Solutions, the Software or any other PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY
<br /> proprietary technology, material or information made available to DAMAGE ARISING FROM FAILURE OF THE SOLUTION TO
<br /> Customer through the Solutions or otherwise in connection with DELIVER AN ELECTRONIC COMMUNICATION, HOWEVER
<br /> this Agreement(collectively,the"Everbridge Technology"), and CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF
<br /> all such rights are hereby expressly reserved. Everbridge (or its EVERBRIDGE HAS BEEN ADVISED OF THE POSSIBILITY
<br /> licensors where applicable) owns all rights, title and interest in OF SUCH DAMAGE. THIS AGREEMENT DOES NOT LIMIT
<br /> and to the Solutions, the Software and any Everbridge OR DISCLAIM ANY OF THE WARRANTIES SPECIFIED IN
<br /> Technology, and all patent, copyright, trade secret and other THE GSA SCHEDULE 70 CONTRACT UNDER FAR 52.212-
<br /> intellectual property rights ("IP Rights")therein, as well as(i)all 4(0). IN THE EVENT OF A BREACH OF WARRANTY, THE
<br /> feedback and other information (except for the Customer Data) U.S. GOVERNMENT RESERVES ALL RIGHTS AND
<br /> provided to Everbridge by Users,Customer and Contacts,and(ii) REMEDIES UNDER THE CONTRACT, THE FEDERAL
<br /> all transactional, performance, derivative data and metadata ACQUISITION REGULATIONS, AND THE CONTRACT
<br /> generated in connection with the Solutions. DISPUTES ACT,41 U.S.C. 7101-7109.
<br /> 7. CONFIDENTIAL INFORMATION. 8.3 Customer Representations and Warranties.
<br /> Customer represents and warrants that during use of the
<br /> 7.1 Definition; Protection. As used herein,. Solutions, Customer shall (i) clearly and conspicuously notify
<br /> "Confidential Information" means all information of a Party Contacts of the way in which their personal information shall be
<br /> ("Disclosing Party") disclosed to the other Party ("Receiving used, and (ii) have primary safety and emergency response
<br /> Party"), whether orally, electronically, in writing, or by inspection procedures including, without limitation, notifying 911 or
<br /> of tangible objects (including, without limitation, documents or equivalent fire, police, emergency medical and public health
<br /> prototypes), that is designated as confidential or that reasonably officials (collectively, "First Responders"). Customer
<br /> should be understood to be confidential given the nature of the acknowledges and agrees that Everbridge is not a First
<br /> information and the circumstances of disclosure. Confidential Responder,and that the Solutions does not serve as a substitute
<br /> Information includes without limitation,any personally identifiable for Customer's own emergency response plan, which in the
<br /> Customer Data, all Everbridge Technology, and either Party's event of an actual or potential imminent threat to person or
<br /> business and marketing plans, technology and technical property, shall include contacting a First Responder prior to
<br /> information, product designs, reports and business processes. using the Solutions. Customer represents and warrants that all
<br /> Confidential Information shall not include any information that: (i) notifications sent through the Solutions shall be sent by
<br /> is or becomes generally known to the public without breach of authorized Users, and that the collection, storage and
<br /> any obligation owed to the Disclosing Party; (ii)was known to the processing of Customer Data, and the use of the Solutions, as
<br /> Receiving Party prior to its disclosure by the Disclosing Party provided in this Agreement, will at all times comply with (x)
<br /> without breach of any obligation owed to the Disclosing Party; (iii) Customer's own policies regarding privacy and protection of
<br /> was independently developed by the Receiving Party without personal information;and(y)all applicable laws and regulations,
<br /> breach of any obligation owed to the Disclosing Party; or (iv) is including those related to processing, storage, use, disclosure,
<br /> received from a third party without breach of any obligation owed security, protection and handling of Customer Data.
<br /> to the Disclosing Party.The Receiving Party shall not disclose or 9 INDEMNIFICATION.
<br /> use any Confidential Information of the Disclosing Party for any
<br /> purpose other than performance or enforcement of this 9.1 By Customer. [Intentionally Deleted]
<br /> Agreement without the Disclosing Party's prior written consent,
<br /> unless (but only to the extent) otherwise required by a 9.2 By Everbridge. Everbridge shall indemnify and hold
<br /> governmental authority. The Receiving Party shall not disclose Customer harmless from and against any Claim against
<br /> any Confidential Information of the Disclosing Party except: (i)to Customer, but only to the extent it is based on a Claim that the
<br /> the personnel of the Receiving Party or its parent, subsidiary or Solution directly infringes an issued patent or other IP Right in a
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