|
<br />
<br />Page 2 of 8
<br />Standard Contract
<br />due hereunder or any additional remedies provided
<br />by law or equity.
<br />3.8. In addition to any penalties that may be charged,
<br />Emphasys reserves to right to assess and licensee
<br />agrees to pay a service charge of one and one-half
<br />percent (1.5%) per month or partial month on all
<br />past due invoices.
<br />3.9 In addition to the amounts listed for Services,
<br />Licensee agrees to pay for reasonable expenses
<br />incurred by Emphasys to fulfill its obligations to
<br />Licensee, including travel expenses such as lodging,
<br />food, airfare, ground transportation, mileage and
<br />airport parking during the term of this Agreement.
<br />3.10 Any sales-related taxes, whether specifically
<br />identified in this Agreement or not, which are
<br />imposed currently or in the future, by any authority
<br />with the power of taxation in connection with this
<br />Agreement, shall be paid by Licensee. If Licensee is
<br />exempt from taxation, Licensee shall provide
<br />Emphasys with a Certificate of Exemption upon
<br />request.
<br />4. INSURANCE
<br />4.1. General Requirements. Provider shall obtain, at its
<br />sole expense, Commercial General Liability
<br />Insurance, Automobile Insurance, Workers’
<br />Compensation Insurance, and any additional
<br />insurance as may be required by County’s Risk
<br />Manager as such insurance requirements are
<br />described in the Orange County Risk Transfer
<br />Policy and Orange County Minimum Insurance
<br />Coverage Requirements (each document is
<br />incorporated herein by reference and may be viewed
<br />at
<br />http://www.orangecountync.gov/departments/purcha
<br />sing_division/contracts.php). Provider shall not
<br />commence work until such insurance is in effect and
<br />certification thereof has been received by the
<br />County's Risk Manager.
<br />5. WARRANTY
<br />5.1. Emphasys warrants that it is the owner of the
<br />Application Software and Documentation and that
<br />Emphasys has the right to sublicense such
<br />Application Software or Other Licensed Software,
<br />as applicable. Emphasys further warrants that no
<br />portion of the Application Software or
<br />Documentation infringes on the intellectual property
<br />rights of any third party. Emphasys will indemnify
<br />and hold harmless Licensee, its affiliates and each of
<br />their respective officers, directors, affiliates, owners,
<br />employees and agents (“Indemnitee”) from any loss,
<br />liability, damage, or expense, including, but not
<br />limited to, costs of defense resulting from any
<br />claims, demands, or actions brought against
<br />Indemnitee based on a claim or allegation that the
<br />Application Software or Documentation infringes or
<br />misappropriates a patent, copyright, trade secret,
<br />information, or any other rights of any third party.
<br />Emphasys shall have the right to direct the defense
<br />strategy and to select their legal representation. The
<br />affected Indemnitee, however, shall give Emphasys
<br />prompt written notice of any such claim and shall
<br />cooperate in the defense of such claims, demands or
<br />actions.
<br />5.2. Emphasys warrants that the Software will be free
<br />from defects in material and workmanship and shall
<br />substantially comply with Emphasys’ then current
<br />documentation. The warranty period of thirty (30)
<br />days commences immediately following initial
<br />Software installation.
<br />5.3. These warranties will only be valid when the
<br />Software is used by Licensee in an appropriate and
<br />reasonable manner consistent with normal usage and
<br />management of such Software. The exclusive
<br />remedy of Licensee for breach of these warranties is
<br />that Emphasys shall be required to correct, repair,
<br />adjust or modify the Software if such defect in
<br />material or workmanship occurs and is reported by
<br />Licensee in writing within the appropriate warranty
<br />period. Emphasys shall not be responsible or liable
<br />for damage to the Software caused by Licensee, acts
<br />of God, the tampering with or modification of the
<br />Software by anyone other than Emphasys'
<br />authorized personnel, or damage to the Software
<br />occurring by virtue of electrical malfunctions or
<br />external factors over which Emphasys has no
<br />control.
<br />5.4. These warranties do not extend to any Software to
<br />which repairs or modifications have been performed
<br />by Licensee or persons not authorized by Emphasys,
<br />unless such repairs were performed with the prior
<br />written consent of Emphasys.
<br />5.5. Emphasys warrants that all Services provided
<br />pursuant to this Agreement will be performed in a
<br />workmanlike manner in accordance with reasonable
<br />commercial standards. This warranty shall extend
<br />for thirty days following completion of the particular
<br />Service, and Emphasys shall correct all Services not
<br />so performed if brought to Emphasys' attention in
<br />writing within the warranty period.
<br />5.6. Emphasys provides no warranties for hardware
<br />Equipment and related system software beyond that
<br />provided by the manufacturer.
<br />5.7. THE WARRANTIES PROVIDED IN THIS
<br />SECTION ARE IN LIEU OF ALL OTHER
<br />WARRANTIES, EXPRESS OR IMPLIED. THERE
<br />ARE NO WARRANTIES THAT EXTEND
<br />BEYOND THE FACE HEREOF, INCLUDING,
<br />BUT NOT LIMITED TO, WARRANTIES OF
<br />DocuSign Envelope ID: E7AFAA04-E585-4EAC-9048-76FE9525096C
|