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<br />GUARDIAN RFID System Agreement | 18 <br /> <br />©2020 GUARDIAN RFID. All rights reserved. GUARDIAN RFID is a U.S. registered trademark. <br />Confidential & Proprietary. (Rev. 7/2020) <br />17. INDEMNIFICATION <br />(a) Indemnification by GUARDIAN RFID. GUARDIAN RFID will defend, indemnify, and hold <br />harmless the Customer and the Authorized Customer Personnel (the “Customer Indemnified <br />Parties”), from and against all reasonable and necessary costs, charges and expenses (including <br />attorneys’ fees) arising from any third-party claim, action, suit, or proceeding against any <br />Customer Indemnified Party (a “Customer Indemnified Claim”) to the extent the Customer <br />Indemnified Claim is based on: (i) any claim that the GUARDIAN RFID Software infringes a <br />patent, copyright, or other proprietary right or violates a trade secret; and (ii) any gross <br />negligence, willful misconduct, or fraud of GUARDIAN RFID or any Authorized GUARDIAN RFID <br />Personnel. <br />(b) Indemnification by the Customer. The Customer will defend, indemnify, and hold harmless <br />GUARDIAN RFID and the Authorized GUARDIAN RFID Personnel (“GUARDIAN RFID <br />Indemnified Parties”), from any and all reasonable and necessary costs, charges, and expenses <br />(including attorneys’ fees) which result from any third-party claim, action, suit, or proceeding <br />against any GUARDIAN RFID Indemnified Party (a “GUARDIAN RFID Indemnified Claim”) to the <br />extent the GUARDIAN RFID Indemnified Claim is based on: (i) the Customer’s use of the <br />GUARDIAN RFID Software or GUARDIAN RFID OnDemand other than as permitted under this <br />Agreement; and (ii) any gross negligence, willful misconduct, or fraud of the Customer or any <br />Authorized Customer Personnel. <br />18. TERM AND TERMINATION <br />(a) Term. The initial term of this Agreement shall begin on the Effective Date and extend to the first <br />anniversary of the Go-Live Date (the “Initial Term”). After the Initial Term, subject to Section <br />18(b), this Agreement will be automatically renewed for up to three (3) additional one-year (1- <br />year) periods (each such period, an “Extended Term”). <br />(b) Termination for Convenience. <br />(i) Non-Renewal. This Agreement may be terminated for convenience by either party by <br />providing a non-renewal notice to the other party at least sixty (60) days prior to the end of <br />the Initial Term or the end of any Extended Term, as applicable. Such termination will be <br />effective as of the end of such Initial Term or Extended Term, as applicable. <br />(ii) Early Termination. This Agreement may be terminated for convenience by the Customer prior <br />to the end of the Initial Term or any Extended Term upon sixty (60) days’ notice of such early <br />termination to GUARDIAN RFID. Such termination will be effective as of the end of the sixty <br />(60) days’ notice period. Any early termination for convenience by the Customer made <br />pursuant to this Section 18(b)(ii) during the Initial Term will cause any remaining portions of <br />the Initial Term Fee that have not already been paid by Customer to be accelerated and <br />become immediately due and payable by Customer to GUARDIAN RFID, regardless of <br />whether the events specified in Addendum B have occurred. <br />(c) Termination by GUARDIAN RFID for Cause. <br />(i) GUARDIAN RFID may terminate this Agreement immediately and discontinue any of its <br />obligations under this Agreement by notice to the Customer if: <br />(A) the Customer ceases to actively conduct its business, files a voluntary petition for <br />bankruptcy or has filed against it an involuntary petition for bankruptcy, makes a general <br />assignment for the benefit of its creditors, or applies for the appointment of a receiver or <br />DocuSign Envelope ID: DD745968-955D-4BC3-861E-CC4C36AA7B3D