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DocuSign Envelope ID:76CF67A5-DD8E-4775-9AF0-37013D3CD9D1 <br /> software or equipment which was not provided by Spatialest, to the extent that Customer's liability <br /> for such claim would have been avoided in the absence of such combination, operation, or use; or(f) <br /> compliance by Spatialest with Customer's custom requirements or specifications if and to the extent <br /> such compliance with Customer's custom requirements or specifications resulted in the infringement. <br /> If the Software and Services are held to infringe,Spatialest will,at its own expense,in its sole discretion <br /> use commercially reasonable efforts either(a)to procure a license that will protect Customer against <br /> such claim without cost to Customer; (b) to replace the Software and Services with non-infringing <br /> Software and Services without material loss of functionality; or (c) if(a) and (b) are not commercially <br /> feasible,terminate the Agreement or the applicable Sales Order or SOW and refund to the Customer <br /> any prepaid unused fees paid to Spatialest for the infringing Software and Services. For the avoidance <br /> of doubt, notwithstanding the foregoing, Spatialest shall continue to be responsible for any other <br /> damages. Losses,judgments or costs incurred by customer pursuant to this section 9.2.The rights and <br /> remedies granted Customer under this Section 9.1 state Spatialest's entire liability, and Customer's <br /> exclusive remedy, with respect to any claim of infringement of the intellectual property rights of a <br /> third party,whether arising under statutory or common law or otherwise. <br /> 9.3 Indemnification Procedure <br /> The indemnified Party shall (i) promptly notify the indemnifying Party in writing of any claim, suit or <br /> proceeding for which indemnity is claimed, provided that failure to so notify will not remove the <br /> indemnifying Party's obligation except to the extent it is prejudiced thereby, and (ii) allow the <br /> indemnifying Party to solely control the defense of any claim, suit or proceeding and all negotiations <br /> for settlement;provided that the indemnifying Party shall not settle any claim without the indemnified <br /> Party's prior written consent (such consent not to be unreasonably withheld or delayed). The <br /> indemnified Party shall also provide the indemnifying Party with reasonable cooperation and <br /> assistance in defending such claim (at the indemnifying Party's sole cost and expense). <br /> 10 GENERAL PROVISIONS <br /> 10.1 Entire Agreement and Controlling Documents <br /> This Agreement, including all Exhibits hereto and all Sales Orders and SOWs, contains the entire <br /> agreement between the Parties with respect to the subject matter hereof,and supersedes all prior or <br /> contemporaneous proposals, understandings, representations, warranties, covenants, and any other <br /> communications (whether written or oral) between the Parties relating thereto and is binding upon <br /> the Parties and their permitted successors and assigns. Only a written instrument that refers to this <br /> Agreement or the applicable Sales Order or SOW and that are duly signed by the authorized <br /> representatives of both Parties may amend this Agreement or such Sales Order or SOW. Any <br /> Spatialest Master Software and Services Agreement 11 <br />