Orange County NC Website
Browse       Search
| SOFTWARE AS A SERVICE AGREEMENT <br />| Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 5 <br />notify Northwoods and/or its insurer(s) of the IP Claim in writing within five (5) business days of the receipt of <br />the IP Claim and tender sole control of the IP Claim to Northwoods and/or its insurer(s) and Northwoods will <br />defend such IP Claim in Your name at Northwoods’ expense, and will indemnify You against any liability <br />actually paid by You, including but not limited to reasonable attorneys’ fees and disbursements arising out of <br />such IP Claim, to the extent that Northwoods’ insurance policies provide coverage for such indemnification <br />obligation. Northwoods’ indemnification obligation set forth in this section is strictly limited to the coverage <br />afforded such indemnification obligation pursuant to the terms of Northwoods’ insurance policies. In the <br />event such an infringement is found and Northwoods cannot either procure the right to continued use of the <br />Northwoods Software, or replace or modify the Northwoods Software with a non -infringing program, then <br />Northwoods may terminate this Agreement. Notwithstanding the foregoing, Northwoods shall have no <br />obligation to defend or indemnify You, and Northwoods will be defended and indemnified by You with <br />respect to any IP Claim, to the extent that the IP Claim is based upon (i) the negligence or willful misconduct <br />of You; (ii) the use of the Northwoods Software in combination with other produc ts or services not made or <br />furnished by Northwoods, provided that the Northwoods Software alone is not the cause of such IP Claim; or <br />(iii) the modification of the Northwoods Software or any portion thereof by anyone other than Northwoods, <br />provided that the Northwoods Software in unmodified form is not the cause of such IP Claim. <br /> <br />17) Confidentiality. <br />a) Both parties recognize and agree to adhere to North Carolina’s public records law, set forth at Chapter 132 of <br />the North Carolina General Statutes. Northwoods agrees to indemnify and hold harmless County and its <br />officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing <br />to disclose any information. <br />b) Each party (including its employees and agents) will use the same standard of care, but in no event less than <br />reasonable care, that it uses to protect any confidential information of the other party that is disclosed during <br />negotiation or performance of this Agreement. <br />c) You will take adequate steps and security precautions to prevent unauthorized disclosure of information <br />which is proprietary to Northwoods and/or the owner of the Third Party Products. This includes but is not <br />limited to: (i) instructing Your employees that have access to such information not to copy or duplicate the <br />same or any part thereof and to withhold disclosure or access or reference thereto fr om unauthorized third <br />parties; and (ii) maintaining proper control of passwords and security procedures to prevent unauthorized <br />access to Your Database. <br /> <br />18) Marketing Support. All Marketing Support requirements outlined below will survive termination of this Agreement <br />and will remain valid requirements for a period of three (3) years thereafter. Licensee must allow Northwoods to <br />create a case study once the Northwoods Software, in Northwoods’ sole discretion, is satisfactory and providing <br />measurable value. Licensee will participate in presentations provided the implementation is, in Northwoods sole <br />discretion, satisfactory, and an employee of Licensee is available. Licensee must allow other customers of <br />Northwoods to visit or call Licensee to discuss the imp lementation, provided any such visits or calls are of minimal <br />disruption to Licensee’s activities and any such visitor or caller receives advance approval from Licensee for such <br />contact. Licensee agrees to be referenced as a user of the Northwoods Softwar e in any of Northwoods’ marketing <br />and proposal documents once the Northwoods Software, in Northwoods’ sole discretion, is providing measurable <br />value. <br /> <br />19) Notices. All official notifications, including but not limited to, termination of this Agreement must be sent to the <br />other Party’s authorized representative as indicated in the signature line. All notices required under this <br />Agreement will be in writing and deemed delivered upon: (1) personal delivery; (2) three (3) days subject to being <br />posted with the U.S. registered or certified mail, return receipt requested; or (3) two (2) days after deposit with a <br />commercial express air courier specifying next day delivery, with verification of receipt. <br />DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22