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DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6B02
<br /> MCCI DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES reasonable attorneys' fees) in connection with third party claims,
<br /> WILL BE UNINTERRUPTED OR ERROR-FREE, PROVIDED THAT MCCI demands,suits,or proceedings("Claims")to the extent caused by the
<br /> SHALL REMAIN OBLIGATED PURSUANT TO THIS SECTION 11. IF THE Indemnifying Party.
<br /> SERVICES FAIL TO CONFORM TO THE FOREGOING WARRANTY IN
<br /> ANY MATERIAL RESPECT OR TO THE SPECIFICATION SET FORTH IN (a) MCCI Indemnification.
<br /> AN ORDER, CLIENT'S INITIAL REMEDY WILL BE FOR MCCI, AT ITS MCCI shall defend, indemnify, and hold Client harmless against Claims
<br /> EXPENSE,TO PROMPTLY USE COMMERCIALLY REASONABLE EFFORTS made or brought against Client for Bodily injury or personal property
<br /> TO CURE OR CORRECT SUCH FAILURE. UPON FAILURE OF THE damage arising out of the Indemnifying Parry's performance within the
<br /> FOREGOING,CLIENT'S REMEDIES,AND MCCI'S ENTIRE LIABILITY,AS scope of its responsibilities under this Agreement or by a third party
<br /> A RESULT OF SUCH FAILURE, SHALL BE SUBJECT TO THE alleging that the use of any Deliverable as provided to Client under this
<br /> LIMITATIONS SET FORTH IN SECTION 12 BELOW. THE FOREGOING Agreement or any Order hereto and used in accordance with this
<br /> WARRANTY IS EXPRESSLY CONDITIONED UPON (I) CLIENT Agreement and relevant documentation, infringes any third parry's
<br /> PROVIDING MCCI WITH PROMPT WRITTEN NOTICE OF ANY CLAIM intellectual property rights. Notwithstanding the foregoing, MCCI shall
<br /> THEREUNDER PRIOR TO THE EXPIRATION THEREOF, WHICH NOTICE not be required to indemnify Client to the extent the alleged
<br /> MUST IDENTIFY WITH PARTICULARITY THE NON-CONFORMITY; (II) infringement: (x) is based on information or requirements furnished by
<br /> CLIENT'S FULL COOPERATION WITH MCCI IN ALL REASONABLE Client, (y) is the result of a modification made by an entity other than
<br /> RESPECTS RELATING THERETO, INCLUDING, IN THE CASE OF MCCi, or (z) arises from use of a Deliverable in combination with any
<br /> MODIFIED SOFTWARE, ASSISTING MCCI TO LOCATE AND other product or service not provided or approved in writing by
<br /> REPRODUCE THE NON-CONFORMITY; AND (III) WITH RESPECT TO MCCi. If Client is enjoined from using the Deliverable or MCCi
<br /> ANY DELIVERABLE, THE ABSENCE OF ANY ALTERATION OR OTHER reasonably believes that Client will be enjoined, MCCi shall have the
<br /> MODIFICATION OF SUCH DELIVERABLE BY ANY PERSON OR ENTITY right,at its sole option,to obtain for Client the right to continue use of
<br /> OTHER THAN MCCI. MCCI ALSO DOES NOT WARRANT ANY THIRD- the Deliverable or to replace or modify the same so that it is no longer
<br /> PARTY PRODUCTS PROCURED ON BEHALF OF CLIENT. IF THERE ARE infringing. If neither of the foregoing options is reasonably available to
<br /> ANY PRODUCT WARRANTIES PROVIDED BY THE MANUFACTURER OF MCCi,then this Agreement may be terminated at either Parry's option,
<br /> THE PRODUCT, ANY REMEDY SHOULD BE REQUESTED DIRECTLY and MCCi's sole liability shall be subject to the limitation of liability
<br /> FROM MANUFACTURER AND MCCi HAS NO LIABILITY ASSOCIATED provided in this Section.
<br /> THEREWITH.
<br /> EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, MCCI DOES
<br /> NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY, (b) Indemnification Procedure.
<br /> WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR Each indemnified Party shall give the indemnifying Party (a) prompt
<br /> IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, written notice of the Claim; (b) sole control of the defense and
<br /> QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY settlement of the Claim (provided that the indemnifying Party may not
<br /> REPRESENTATION OR WARRANTY FROM COURSE OF DEALING OR settle any Claim unless it unconditionally releases the indemnified
<br /> USAGE OF TRADE. Party of all liability and does not otherwise negatively impact the
<br /> indemnified Parry's rights, including, without limitation, those in its
<br /> In the event that Client asserts any claim for warranty services intellectual property); and (c) at indemnifying Parry's cost, all
<br /> hereunder and such claim relates to any matter that is mutually reasonable assistance.
<br /> determined by the Parties not to be MCCi's responsibility hereunder
<br /> (including any problem with Client's computer hardware or software (c) Limitation of Liability.
<br /> that was not caused by any Services performed by MCCi), Client shall (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR
<br /> pay MCCi for all costs incurred for all evaluation, correction or other SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
<br /> services performed by MCCi relating to such claim on a time and (INCLUDING, WITHOUT LIMITATION, LOST REVENUES, PROFITS,
<br /> materials basis at MCCi's then standard rates. SAVINGS OR BUSINESS) OR LOSS OF RECORDS OR DATA, WHETHER
<br /> OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED
<br /> (b) General Warranty. TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN REASONABLY
<br /> MCCi shall perform the Services in compliance with all applicable FORESEEN BY SUCH PARTY,AND WHETHER IN AN ACTION BASED ON
<br /> federal and state laws and regulations and industry codes, including CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING,
<br /> but not limited to (i) federal and state anti-kickback laws and WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE. TO THE
<br /> regulations, (ii) federal and state securities laws, meaning that MCCi EXTENT ALLOWABLE BY NORTH CAROLINA STATE LAW, EXCEPT FOR
<br /> agrees that Client may be a publicly traded company and MCCI shall A PARTY'S PAYMENT AND INDEMNIFICATION OBLIGATIONS, EACH
<br /> instruct MCCI Personnel that federal and state securities laws prohibit PARTY'S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, LOSSES
<br /> the purchase, sale,or pledge of Client stock while in possession of any OR OTHER LIABILITY ARISING OUT OF, OR CONNECTED WITH, THIS
<br /> material, non-public information, (iii) the Foreign Corrupt Practices Act AGREEMENT, THE SERVICES, DELIVERABLES AND/OR SOFTWARE
<br /> of 1977, (iv) federal and state privacy and data protection laws, PROVIDED HEREUNDER OR CLIENT'S USE OF ANY SUCH SERVICES,
<br /> including, but not limited to, Health Insurance Portability and DELIVERABLES AND/OR SOFTWARE, AND WHETHER BASED UPON
<br /> Accountability Act of 1996 and the Health Information Technology for CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING,
<br /> Economic and Clinical Health Act (collectively, "State Data WITHOUT LIMITATION, NEGLIGENCE),OR OTHERWISE,SHALL IN NO
<br /> Protection Laws',and (v) MCCi also represents that it uses E-Verify CASE EXCEED THE AGGREGATE AMOUNTS PAID TO MCCI BY CLIENT
<br /> to verify the work authorization of all newly hired employees. UNDER THE APPLICABLE ORDER, GIVING RISE TO SUCH CLAIM
<br /> DURING THE LAST TWELVE(12)MONTHS.
<br /> 11. Indemnification and Limitation of Liability
<br /> Each Party ("Indemnifying Party") shall indemnify, defend, and (ii) TO THE EXTENT ALLOWABLE BY NORTH CAROLINA STATE
<br /> hold the other harmless against any loss, damage, or costs (including LAW NOTWITHSTANDING SECTION 11(c) MCCI'S LIABILITY FOR
<br /> Last updated: August 2021 MCCI MSA Page 4 of 7
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