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<br />Data in accordance with this Agreement. For clarity, during the term of the applicable Order Form, Customer may extract
<br />Customer Data using Bonterra’s standard web services as described in the Documentation.
<br /> General
<br /> Insurance. Bonterra shall, during the term of this Agreement, maintain in force the following insurance coverage at its
<br />own cost and expense: (a) Statutory Worker’s Compensation and Employer’s Liability as required by state law with a minimum
<br />limit of $1,000,000 each accident / $1,000,000 each disease / $1,000,000 policy limit per occurrence, Disability and
<br />Unemployment Insurance, and all other insurance as required by law, including Employer’s Liability Insurance with limits of no
<br />less than $1,000,000 per occurrence, or any amount required by applicable law, whichever is greater; (b) Commercial General
<br />Liability, on an occurrence basis, including premises‐operations, product completed‐operations, broad form property damage,
<br />contractual liability, independent contractors and personal liability, with a minimum combined single limit of $1,000,000 per
<br />occurrence; and (c) Professional Errors and Omissions and Cyber Liability coverage covering the Bonterra Product, with coverage
<br />limits of not less than $2,000,000 per claim or per occurrence/$2,000,000 aggregate, placed either on an “occurrence” basis or
<br />on a “claims made” basis.
<br /> Publicity. Neither party may issue any press release regarding this Agreement without the other party’s prior written
<br />consent. Either party may include the name and logo of the other party in lists of customers or vendors in accordance with the
<br />other party’s standard guidelines.
<br /> Assignment; Subcontractors. Neither party hereto may assign this Agreement without the other party’s prior written
<br />consent, except that either party may assign this Agreement without consent to its Affiliate or to a successor to all or
<br />substantially all of its assets or business related to this Agreement. Any attempted assignment by either party in violation hereof
<br />will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
<br />Upon any permitted assignment of this Agreement by Customer or other corporate transaction involving Customer that would
<br />materially increase its usage of a Bonterra Product, if an Order Form contains a subscription for an unlimited amount of usage
<br />for any component of such Bonterra Product, such subscription will, with respect to Customer or the successor entity, as
<br />applicable, be limited to the monthly average usage by Customer with respect to such component under such Order Form prior
<br />to such assignment or other transaction, except as otherwise agreed upon in writing by the parties. Bonterra may in its
<br />discretion engage third parties to provide the Bonterra Product and/or provide Professional Services. Bonterra shall be
<br />responsible for the acts and omissions of its subcontractors, a then‐current list of which will be provided upon Customer’s
<br />request.
<br /> Amendment; Waiver. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will
<br />be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the
<br />specific circumstances for which it was given, and will not app ly with respect to any repeated or continued violation of the same
<br />provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed
<br />a waiver of future enforcement of that or any other provision.
<br /> Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment,
<br />or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such
<br />relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained
<br />will give rise or is intended to give rise to any rights of any kind to any third parties.
<br /> Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal,
<br />or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the
<br />parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
<br /> Governing Law and Venue. This Agreement will be governed by the laws of the State of North Carolina, exclusive of its
<br />rules governing choice of law and conflict of laws. In the event of any dispute under this agreement, both parties agree to first
<br />the exclusive jurisdiction of the courts of the State of North Carolina. This Agreement will not be governed by the United Na tions
<br />Convention on Contracts for the International Sale of Goods.
<br /> Notices. Any notices under this Agreement must be in writing and must be delivered by registered mail (or by courier
<br />with tracking number) to the attention of the receiving party’s legal department.
<br />Docusign Envelope ID: 53502A32-2113-4B4F-A111-EFACA6273E66
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