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DocuSign Envelope ID:4B08A443-2DA2-4ADA-B400-C15E85593269
<br /> country in which the Solution is provided to Customer. In the any court or other authority of competent jurisdiction to be
<br /> event Everbridge believes any Everbridge Technology is, or is invalid, illegal or unenforceable, that provision shall, to the
<br /> likely to be the subject of an infringement claim, Everbridge shall extent required, be deemed deleted and the remaining
<br /> have the option, at its own expense, to: (i) to procure for provisions shall continue in full force and effect.
<br /> Customer the right to continue using the Solution; (ii) replace
<br /> same with a non-infringing service; (iii) modify such Solution so 11.4 Assignment. Neither this Agreement nor any
<br /> that it becomes non-infringing; or (iv) refund any fees paid to rights granted hereunder may be sold, leased, assigned
<br /> Everbridge and terminate this Agreement without further liability. (including an assignment by operation of law), or otherwise
<br /> Everbridge shall have no liability for any Claim arising out of(w) transferred, in whole or in part, by Customer, and any such
<br /> Customer Data or other Customer supplied content,(x)use of the attempted assignment shall be void and of no effect without the
<br /> Solution in combination with other products, equipment, software advance written consent of Everbridge, which shall not be
<br /> or data not supplied by Everbridge, (y)any use, reproduction, or unreasonably withheld.
<br /> distribution of any release of the Solution other than the most 11.5 Governing Law. This Agreement shall be
<br /> current release made available to Customer, or (z) any governed and construed in accordance with the federal laws of
<br /> modification of the Solution by any person other than Everbridge. the United States of America.
<br /> 9.3 Indemnification Process. Customer shall (a) 11.6 Notices. Either party may give notice at any time
<br /> promptly give notice of the Claim to Everbridge once the Claim is by any of the following: letter delivered by (i) nationally
<br /> known; (b) cooperate with Everbridge's efforts to defend and recognized overnight delivery service; (ii) first class postage
<br /> settle the Claim; and (c) provide Everbridge with all available prepaid mail;or(iii)certified or registered mail, (certified and first
<br /> information and reasonable assistance in connection with the class mail deemed given following 2 business days after mailing)
<br /> defense of the Claim. to the other party at the address set forth below. Either Party
<br /> 10. LIMITATION OF LIABILITY. Except for breaches of may change its address by giving notice as provided herein.
<br /> Section 6, neither Party shall have any liability to the other Party Invoices shall be sent to the Customer's contact and address
<br /> for any loss of use, interruption of business, lost profits, costs of following Customer's signature below.
<br /> substitute services, or for any other indirect, special, incidental, 11.7 No Third-Party Beneficiaries. There are no third-
<br /> punitive, or consequential damages, however caused, under party beneficiaries to this Agreement.
<br /> any theory of liability, and whether or not the Party has been
<br /> advised of the possibility of such damage. Notwithstanding 11.8 Entire Agreement. [Intentionally Deleted]
<br /> anything in this Agreement to the contrary, in no event shall
<br /> Everbridge's aggregate liability, regardless of whether any 11.9 Marketing. Everbridge shall obtain Customer's
<br /> action or claim is based on warranty, contract, tort, express written consent in order to reference Customer's name
<br /> indemnification or otherwise, exceed amounts actually paid by and logo as an Everbridge customer in Everbridge publications,
<br /> Customer to Everbridge hereunder during the 12 month period its website, and other marketing materials.
<br /> prior to the event giving rise to such liability. Customer
<br /> understands and agrees that these liability limits reflect the 11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the
<br /> allocation of risk between the Parties and are essential elements applicable provisions of Exhibit A shall survive the expiration or
<br /> of the basis of the bargain, the absence of which would require earlier termination of this Agreement.
<br /> substantially different economic terms. This clause shall not
<br /> impair the U.S. Government's right to recover for fraud or crimes 11.11 Counterparts. This Agreement may be executed
<br /> arising out of or related to this Agreement under any federal in one or more counterparts,all of which together shall constitute
<br /> fraud statute. Furthermore, this clause shall not impair nor one original document. A facsimile transmission or copy of the
<br /> prejudice the U.S. Government's right to express remedies original shall be as effective and enforceable as the original.
<br /> provided in the schedule contract (i.e. Price Reductions, Patent 11.12 Export Compliant. Neither Party shall export,
<br /> Indemnification, Liability for Injury or Damage, Price Adjustment, directly or indirectly, any technical data acquired from the other
<br /> Failure to Provide Accurate Information). pursuant to this Agreement or any product utilizing any such
<br /> 11. MISCELLANEOUS. data to any country for which the U.S. Government or any
<br /> agency thereof at the time of export requires an export license
<br /> 11.1 Non-Solicitation. As additional protection for or other governmental approval without first obtaining such
<br /> Everbridge's proprietary information, for so long as this license or approval.
<br /> Agreement remains in effect, and for one year thereafter,
<br /> Customer agrees that it shall not, directly or indirectly, solicit, 11.13 Equal Employment Opportunity. Everbridge, Inc.
<br /> hire or attempt to solicit any employees of Everbridge; provided, is a government contractor and is subject to the requirements of
<br /> that a general solicitation to the public for employment is not Executive Order 11246, the Rehabilitation Assistance Act and
<br /> prohibited under this section. VEVRAA. Pursuant to these requirements, the Equal
<br /> Opportunity Clauses found at 41 Code of Federal Regulations
<br /> 11.2 Force Majeure; Limitations. See GSA Schedule sections 60-1.4(a) (1-7), sections 60-250.4(a-m), sections 60-
<br /> 70 contract and individual ordering document. 300.5 (1-11) and sections 60-741.5 (a) (1-6) are incorporated
<br /> herein by reference as though set forth at length, and made an
<br /> 11.3 Waiver; Severability. The failure of either Party express part of this Agreement.
<br /> hereto to enforce at any time any of the provisions or terms of
<br /> this Agreement shall in no way be considered to be a waiver of
<br /> such provisions. If any provision of this Agreement is found by
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