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DocuSign Envelope ID:OC781F21-7ADF-4F63-8BA1-4FA046EA6BO2
<br /> CLAIMS INVOLVING ITS INDEMNIFICATION OBLIGATIONS SHALL BE use. For purposes of this Agreement,"Open Source"shall mean any
<br /> LIMITED TO$500,000. software or other Intellectual Property that is distributed or made
<br /> available as'open source software"or"free software"or is otherwise
<br /> EACH PARTY'S ENTIRE LIABILITY AND CLIENT'S REMEDIES UNDER publicly distributed or made generally available in source code or
<br /> THIS AGREEMENT SHALL BE SUBJECT TO THE LIMITATIONS equivalent form under terms that permit modification and
<br /> CONTAINED IN THIS SECTION 11. THE LIMITATIONS ON WARRANTY redistribution of such software or Intellectual Property. Open -Source
<br /> AND LIABILITY SPECIFIED IN SECTIONS 10 AND 11 HEREOF WILL Materials includes, but may not be limited to, software that is licensed
<br /> SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY HEREIN IS under the GNU General Public License, GNU Lesser General Public
<br /> FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. License, Mozilla License, Common Public License, Apache License or
<br /> BSD License,as well as all other similar"public"licenses.
<br /> The Parties acknowledge that the limitation of warranties and liabilities (c) Client Software Customizations.
<br /> as set out in this Agreement are an essential basis of this Agreement Client may choose to customize their software internally without MCCi's
<br /> and that the prices agreed to be paid by Client for Services reflect help. MCCi is not responsible for any damages caused by Client's
<br /> these limitations. customization of the software. MCCi will not be held responsible for
<br /> correcting any problems that may occur from these customizations.
<br /> 12. Insurance
<br /> During the term of this Agreement, MCCi shall carry, at its sole (d) MCCi Software Configuration Services.
<br /> expense,insurance coverage to include at a minimum the following: Client may elect to contract with MCCi to configure Client's
<br /> • Workers Compensation: State statutory limits and $1,000,000 software. In these situations,Client acknowledges they are responsible
<br /> employers'liability for testing all software configurations and as such, waives any and all
<br /> • Comprehensive General Liability: $2,000,000 per occurrence and liability to MCCi for any damages that could be related to these
<br /> $4,000,000 in the aggregate software configurations.
<br /> • Professional Liability and Errors & Omissions: $1,000,000 per
<br /> occurrence and$3,000,000 in the aggregate (e) Compliance with Laws.
<br /> • Cyber and Technical Errors and Omissions: $3,000,000 in the To the extent applicable to the Parties each Party shall comply with
<br /> aggregate and give all notices required by all applicable federal, state, and local
<br /> laws, ordinances, rules, regulations, and lawful orders of any public
<br /> MCCi, at Client's request, will name Client as an additional insured authority bearing on use of the Services, Deliverables and/or software
<br /> under the Comprehensive General Liability policy. MCCi represents and the performance of this Agreement.
<br /> that Client is automatically included as an additional insured under the
<br /> Errors and Omissions and Cyber and Technical Errors and Omissions (f) Equal Opportunity.
<br /> policies for vicarious liability but no modified certificate of insurance To the extent applicable to the Parties each shall abide by the
<br /> will be provided. requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a), and
<br /> the posting requirements of 29 CFR Part 471,appendix A to subpart A.
<br /> 13. Notices if applicable. These regulations prohibit discrimination against qualified
<br /> All notices, demands and other communications required or permitted individuals based on their status as protected veterans or individuals
<br /> hereunder or in connection herewith shall be in writing and shall be with disabilities and prohibit discrimination against all individuals based
<br /> deemed to have been duly given if delivered (including by receipt on their race, color, religion,sex, sexual orientation,gender identity or
<br /> verified electronic transmission) or five (5) business days after mailed national origin.
<br /> in the Continental United States by first class mail, postage prepaid,to (g) Excluded Parties List.
<br /> a Party at the following address, or to such other address as such To the extent required by law and applicable to Client, MCCi agrees to
<br /> Party may hereafter specify by notice: promptly report to Client if an employee or contractor is listed by a
<br /> If to MCCi If to Client: federal agency as debarred, excluded or otherwise ineligible for
<br /> participation in federally funded health care programs.
<br /> MCCi, LLC Orange County
<br /> 3717 Apalachee Parkway P.O. Box 8181 (h) Force Majeure.
<br /> Suite 201 Hillsborough, NC 27278 If either of the Parties hereto are delayed or prevented from fulfilling
<br /> Tallahassee, FL 32311 Attn: Kathy Zopfi any of its obligations under this Agreement by force majeure, said
<br /> Attn: Legal Department Email: kzopfi@oran4ecountync.4ov Parties shall not be liable under this Agreement for said delay or failure.
<br /> Email: Ieaal(d)mccinnovations.com "Force Majeure" means any cause beyond the reasonable control of
<br /> a Party including, but not limited to, an act of God, an act or omission
<br /> of civil or military authorities of a state or nation, epidemic, pandemic,
<br /> 14. Miscellaneous fire, strike, flood, riot, war, delay of transportation, or inability due to
<br /> the aforementioned causes to obtain necessary labor, materials or
<br /> (a) 3rd Party EULA Provisions. facilities.
<br /> Client acknowledges that they are responsible for adhering to any
<br /> third-party End User License Agreements, acceptable use policies (i) Audit Rights.
<br /> and/or terms and conditions or similar requirements ("EULA"), With reasonable notice and at a convenient location, Client will have
<br /> whether supplied by MCCi as a convenience or not, for any products the right to audit MCCi's records to verify the accuracy of invoicing to
<br /> procured on behalf of Client by MCCL Client.
<br /> (b) Use of Open-Source Code. In addition, should any of Client's regulators legally require access to
<br /> Except as disclosed in the Order, MCCi does not distribute nor audit the Services, MCCi will, to the extent legally required by such
<br /> otherwise use any open source or similar software in a manner that regulators, provide access for the same. All results of such audits shall
<br /> would obligate MCCi to disclose, license, make available or distribute be MCCi Confidential Information.
<br /> any of its material proprietary source code as a condition of such
<br /> Last updated: August 2021 MCCi MSA Page 5 of 7
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