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170811v4 - 8 - <br />any claim of infringement arising from Licensee’s use of the Software and Services <br />for purposes not contemplated by this Agreement. <br /> <br />(b) Bodily Injury. Licensor will defend and indemnify Licensee and <br />employees, directors and agents against all damages for bodily injury, including <br />death, or damage to real or tangible personal property to the extent proximately <br />caused by Licensor in performance under this Agreement. <br /> <br />(c) Conditions. Licensor’s indemnification obligations under this <br />Section 12 are conditioned upon the Licensee (i) promptly notifying the Licensor <br />of any claim in writing; (ii) cooperating with Licensor in the defense of the claim; <br />and (iii) granting the Licensor sole control of the defense or settlement of the claim. <br /> <br />13. ENTIRE AGREEMENT. The parties agree that this Agreement is the complete <br />and exclusive statement of the agreement between Licensor and Licensee, which <br />supersedes any proposal, prior agreement, or license, oral or written, and any other <br />communications relating to the subject matter of this Agreement. If any term of this <br />Agreement shall be found invalid, the term shall be modified or omitted to the <br />extent necessary, and the remainder of this Agreement shall continue in full effect. <br /> <br />14. INDEPENDENT CONTRACTOR. The parties are independent contractors and <br />nothing contained herein shall be construed to create any other relationship between <br />the parties. Nothing in this Agreement shall be construed to constitute either party <br />as the agent of the other party for any purpose whatsoever, and neither party shall <br />bind or attempt to bind the other party to any contract or the performance of any <br />other obligation, or represent to any third party that it has the right to enter into any <br />binding obligation on the other party’s behalf. Furthermore, nothing in this <br />Agreement shall be construed so as to obligate either party to enter into a further <br />agreement. <br /> <br />15. ADDITIONAL TERMS. The waiver by either party of a breach of any provision <br />of this Agreement shall not constitute or be construed as a waiver of any future <br />breach of any provision(s) of this Agreement. Neither party shall be liable for <br />delays or failures of performance resulting from causes beyond its reasonable <br />control. The invalidity or unenforceability of any provision of this Agreement shall <br />not affect the validity or enforceability of any other provision. This Agreement may <br />be executed in several counterparts, each of which shall be deemed to be an original <br />and all of which shall constitute but one and the same instrument. All notices or <br />other communications to a party which are required or permitted pursuant to this <br />Agreement shall be in writing to the address set forth for such party in the <br />introduction to this Agreement. Any such notice shall be deemed sufficient if <br />delivered personally or sent by registered or certified mail, postage prepaid, return <br />receipt requested, or if delivered by any other means upon which the parties shall <br />mutually agree. Any party may change the address to which notice is to be given <br />by notice given in the manner set forth above. <br />DocuSign Envelope ID: 0104C847-5396-451F-AFAA-6760F0E580B5