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<br />country in which the Solution is provided to Customer. In the
<br />event Everbridge believes any Everbridge Technology is, or is
<br />likely to be the subject of an infringement claim, Everbridge shall
<br />have the option, at its own expense, to: (i) to procure for
<br />Customer the right to continue using the Solution; (ii) replace
<br />same with a non-infringing service; (iii) modify such Solution so
<br />that it becomes non-infringing; or (iv) refund any fees paid to
<br />Everbridge and terminate this Agreement without further liability.
<br />Everbridge shall have no liability for any Claim arising out of (w)
<br />Customer Data or other Customer supplied content, (x) use of the
<br />Solution in combination with other products, equipment, software
<br />or data not supplied by Everbridge, (y) any use, reproduction, or
<br />distribution of any release of the Solution other than the most
<br />current release made available to Customer, or (z) any
<br />modification of the Solution by any person other than Everbridge.
<br />9.3 Indemnification Process. Customer shall (a)
<br />promptly give notice of the Claim to Everbridge once the Claim is
<br />known; (b) cooperate with Everbridge’s efforts to defend and
<br />settle the Claim; and (c) provide Everbridge with all available
<br />information and reasonable assistance in connection with the
<br />defense of the Claim.
<br />10. LIMITATION OF LIABILITY. Except for breaches of
<br />Section 6, neither Party shall have any liability to the other Party
<br />for any loss of use, interruption of business, lost profits, costs of
<br />substitute services, or for any other indirect, special, incidental,
<br />punitive, or consequential damages, however caused, under
<br />any theory of liability, and whether or not the Party has been
<br />advised of the possibility of such damage. Notwithstanding
<br />anything in this Agreement to the contrary, in no event shall
<br />Everbridge’s aggregate liability, regardless of whether any
<br />action or claim is based on warranty, contract, tort,
<br />indemnification or otherwise, exceed amounts actually paid by
<br />Customer to Everbridge hereunder during the 12 month period
<br />prior to the event giving rise to such liability. Customer
<br />understands and agrees that these liability limits reflect the
<br />allocation of risk between the Parties and are essential elements
<br />of the basis of the bargain, the absence of which would require
<br />substantially different economic terms. This clause shall not
<br />impair the U.S. Government’s right to recover for fraud or crimes
<br />arising out of or related to this Agreement under any federal
<br />fraud statute. Furthermore, this clause shall not impair nor
<br />prejudice the U.S. Government’s right to express remedies
<br />provided in the schedule contract (i.e. Price Reductions, Patent
<br />Indemnification, Liability for Injury or Damage, Price Adjustment,
<br />Failure to Provide Accurate Information).
<br />11. MISCELLANEOUS.
<br />11.1 Non-Solicitation. As additional protection for
<br />Everbridge’s proprietary information, for so long as this
<br />Agreement remains in effect, and for one year thereafter,
<br />Customer agrees that it shall not, directly or indirectly, solicit,
<br />hire or attempt to solicit any employees of Everbridge; provided,
<br />that a general solicitation to the public for employment is not
<br />prohibited under this section.
<br />11.2 Force Majeure; Limitations. See GSA Schedule
<br />70 contract and individual ordering document.
<br />11.3 Waiver; Severability. The failure of either Party
<br />hereto to enforce at any time any of the provisions or terms of
<br />this Agreement shall in no way be considered to be a waiver of
<br />such provisions. If any provision of this Agreement is found by
<br />any court or other authority of competent jurisdiction to be
<br />invalid, illegal or unenforceable, that provision shall, to the
<br />extent required, be deemed deleted and the remaining
<br />provisions shall continue in full force and effect.
<br />11.4 Assignment. Neither this Agreement nor any
<br />rights granted hereunder may be sold, leased, assigned
<br />(including an assignment by operation of law), or otherwise
<br />transferred, in whole or in part, by Customer, and any such
<br />attempted assignment shall be void and of no effect without the
<br />advance written consent of Everbridge, which shall not be
<br />unreasonably withheld.
<br />11.5 Governing Law. This Agreement shall be
<br />governed and construed in accordance with the federal laws of
<br />the United States of America.
<br />11.6 Notices. Either party may give notice at any time
<br />by any of the following: letter delivered by (i) nationally
<br />recognized overnight delivery service; (ii) first class postage
<br />prepaid mail; or (iii) certified or registered mail, (certified and first
<br />class mail deemed given following 2 business days after mailing)
<br />to the other party at the address set forth below. Either Party
<br />may change its address by giving notice as provided herein.
<br />Invoices shall be sent to the Customer’s contact and address
<br />following Customer’s signature below.
<br />11.7 No Third-Party Beneficiaries. There are no third-
<br />party beneficiaries to this Agreement.
<br />11.8 Entire Agreement. [Intentionally Deleted]
<br />11.9 Marketing. Everbridge shall obtain Customer’s
<br />express written consent in order to reference Customer’s name
<br />and logo as an Everbridge customer in Everbridge publications,
<br />its website, and other marketing materials.
<br />11.10 Survival. Sections 2, 3.2, 5.2, 6, 7, 9-11 and the
<br />applicable provisions of Exhibit A shall survive the expiration or
<br />earlier termination of this Agreement.
<br />11.11 Counterparts. This Agreement may be executed
<br />in one or more counterparts, all of which together shall constitute
<br />one original document. A facsimile transmission or copy of the
<br />original shall be as effective and enforceable as the original.
<br />11.12 Export Compliant. Neither Party shall export,
<br />directly or indirectly, any technical data acquired from the other
<br />pursuant to this Agreement or any product utilizing any such
<br />data to any country for which the U.S. Government or any
<br />agency thereof at the time of export requires an export license
<br />or other governmental approval without first obtaining such
<br />license or approval.
<br />11.13 Equal Employment Opportunity. Everbridge, Inc.
<br />is a government contractor and is subject to the requirements of
<br />Executive Order 11246, the Rehabilitation Assistance Act and
<br />VEVRAA. Pursuant to these requirements, the Equal
<br />Opportunity Clauses found at 41 Code of Federal Regulations
<br />sections 60-1.4(a) (1-7), sections 60-250.4(a-m), sections 60-
<br />300.5 (1-11) and sections 60-741.5 (a) (1-6) are incorporated
<br />herein by reference as though set forth at length, and made an
<br />express part of this Agreement.
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<br />DocuSign Envelope ID: 019DBAA1-A1A5-4FBC-A288-B80D41B967A1
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