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<br />Page 6
<br /> Public Sector SaaS Rev. U (Issued 02.02.2022)
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<br />8.1. Our Obligation to You. We shall indemnify and hold You harmless from any and all claims, damages, losses, and expenses,
<br />including but not limited to reasonable attorney fees, arising out of or resulting from any third -party claim that any document,
<br />course, or intellectual property We provide or upload to our platform infringes or violates any intellectual property right of any
<br />person.
<br />8.2. Your Obligation to Us. To the extent not prohibited by applicable law, You shall indemnify and hold Us harmless from any and all claims,
<br />damages, losses, and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third-party claim that
<br />any document, courses, or intellectual property You provide or upload to our platform infringes or violates any intellectual property right of any
<br />person.
<br />9. CONFIDENTIALITY.
<br />9.1. Each Party may from time to time disclose to the other Party “Confidential Information” which shall mean and include the
<br />Services (including without limitation all courses accessed through the Services), all documentation associated with the
<br />Services, software code (include source and object code), marketing plans, technical information, product development plans,
<br />research, trade secrets, know-how, ideas, designs, drawings, specifications, techniques, programs, systems, and processes.
<br />9.2. Confidential Information does not include: (a) information generally available to or known to the public through no faul t of
<br />the receiving Party; (b) information known to the recipient prior to the Effective Date of the Agreement; (c) information
<br />independently developed by the recipient outside the scope of this Agreement and without the use of or reliance on the disclo sing
<br />Party’s Confidential Information; or (d) information lawfully disclosed by a third party. The obligations set forth in this Section
<br />shall survive termination of this Agreement.
<br />9.3. Each Party agrees that it shall not disclose the Confidential Information of the other to any third party without the express
<br />written consent of the other Party, that it shall take reasonable measures to prevent any unauthorized disclosure by its
<br />employees, agents, contractors or consultants, that it shall not make use of any such Confidential Information other than for
<br />performance of this Agreement, and that it shall use at least the same degree of care to avoid disclosure of Confidential
<br />Information as it uses with respect to its own Confidential Information.
<br />9.4. The confidentiality obligations imposed by this Agreement shall not apply to information required to be disclosed by
<br />compulsory judicial or administrative process or by law or regulation, provided that the receiving Party shall (if permitted) notify
<br />the disclosing Party of the required disclosure, shall use reasonable measures to protect the confidentiality of the Confidential
<br />Information disclosed, and shall only disclose as much Confidential Information as is required to be disclosed by the judicia l or
<br />administrative process, law, or regulation.
<br />9.5 Both parties recognize and agree to adhere to North Carolina’s public records law, set forth at Chapter 132 of the North
<br />Carolina General Statutes. Vendor agrees to indemnify and hold harmless County and its officers, employees, and agents from
<br />all costs, damages, and expenses incurred in connection with refusing to disclose information.
<br />10. MISCELLANEOUS.
<br />10.1. Assignment. Neither Party may freely assign or transfer any or all of its rights without the other Party’s consent , except to
<br />an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of i ts assets,
<br />provided however You shall not assign this Agreement to our direct competitors.
<br />10.2. Governing Law. This Agreement shall be governed by, and enforced in accordance with, the laws of the state of Florida ,
<br />except where Customer is a public entity or institution in which case the applicable state, provincial, or tribal law where You are
<br />located shall govern, in either case without regard to the state’s or local laws conflicts of laws provisions. If You are purchasing
<br />goods under this Agreement, the Parties agree that the United Nations Convention on Contracts for the International Sale of
<br />Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods shall not apply to this
<br />Agreement.
<br />10.3. Export Regulations. All Content and Services and technical data delivered under this Agreement are subject to applicable
<br />US and Canadian laws and may be subject to export and import regulations in other countries. Both Parties agree to comply
<br />strictly with all such laws and regulations and You knowledge that You are responsible for obtaining such licenses to export, re-
<br />export, or import as may be required after delivery.
<br />10.4. Force Majeure. In no event will either Party be liable or responsible to the other Party or be deemed to have defaulted
<br />under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except fo r any
<br />obligations to make payments) when and to the extent such failure or delay in performing is due to, or arising out of, any
<br />circumstances beyond such Party’s control (a “Force Majeure Event”), including, without limitation, acts of God, strikes,
<br />lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, compute r virus, governmental
<br />laws, regulations, or shutdown, national or regional shortage of adequate power or telecommunications, or other restraints.
<br />10.5. No Waiver. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by
<br />the Parties.
<br />10.6. Severability. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such
<br />provision shall be of no force or effect, but the remainder of this Agreement shall continue in full force and effect.
<br />DocuSign Envelope ID: 17FA3D0B-87FA-44D0-9E7F-AAF3F5BFACF4
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