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fails to cure such material breach (if capabie of cure) with� thirty (30} days (or te� (10) days in the event of breach of
<br /> payment obiigations)after receiving written notice of the br�ach from the non-breaching party. Either party may terminate
<br /> immediately upan writt�n notice at any time if: (i)the other party files a petnior► for bankruptcy ar is adjudicated as
<br /> bankrupt; (iiJ a p�et�tiort irt bankruptcy is fited aga+nst the oit�er party arrd suctr petitiorr is rtot removed vr resdved within
<br /> sixty(GO)calendar days; (iii)the other party makes an assignmeM for the benefit of its creditors or an anangement for its
<br /> cxeditors pursuant to bankruptcy law; (iv)the other party d'+sc:ontinues its business; (v)a rec+eiver is appointed over all or
<br /> substantially aN of the other part�s assets or business;or(vi)the other pa►ty is dissolved or liquidated.
<br /> 7. 6.3 Effect oi Termjn�tion. Ali rights and obligatlons af the Rarties hereunder shatl terminate upan
<br /> expiration or termination of this Agreement, provided that Sections 1, 4 (v►�th respect to atxrued but unpaid amounts
<br /> hereunder),5,8.3, 7.2, 7.3, 7.4, 8, 9 and 10 shall surrvive expiration or teRnination o#t#t�Agreement. Without limiting the
<br /> foregoing, Municipality shall destroy all copies of the integratbn Code in its possession or control upon any expi�ation of
<br /> termination of this Agreement. REPRESENTATIONS AND WARRANTIES; DISCLAIMER;INDEMNITY.
<br /> 7.1 Warranties. A. Each party represents, warrants and covenants to the other party that: {i� it has the ful!
<br /> power and authority to enter into this AgreemeM; (ii)the execution of this Agreemeni and pertarmance ot its obligations
<br /> under this Agre�ment does r►ot violate any other agreement to which it is a party; and (i"n)th'ts Agreemerrt const�utes a
<br /> legal, vatid and binding obligation when executed and delnrefed. B. Buildingeye represer�ts, warrants and covenants to
<br /> the Munic+pality that: (i) Buikiingeye has all business licenses, certificates, permits, arid appruvals of whatsoever nature
<br /> that are legally required for Buildingeye to provic� any Services under the Agreement; {ii) Buildingeye shatl, at its soie
<br /> cost and expense, keep � effect or obtain at all times during the term of this ,4�}reement all suctt business licenses,
<br /> certficates, permits,and approvals;and(in)Buildingeye will perform all Servioes in compliance with ali applicable laws.
<br /> 7.2 Dis i r. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES
<br /> ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT,
<br /> AND EACH PARTY EXPRESSLY DISCLAlMS THE IMPLIED WARRANTIES OF MERCHANTABILITY,
<br /> NONINFRINGFMENT, F�TNESS FOR A PARTICUl.AR PURPOSE AND �MPlIED WARRANT�ES ARISING FROM
<br /> COURSE OF DEAI.ING OR PERFORMANCE. BUILDINGEYE DOES NOT REPRESENT OR WARRANT THAT THE
<br /> PLATFORM WlLL MEET MUNICIPALITY'S REQUIREMENTS, THAT TNE PLATFORM SHALL BE UNINTERRUPTED
<br /> OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTEO.
<br /> 7.3 Intenectual Prop�rty indemnity. Buildingeye agrees to, at its expense, defend and/or settle any claim
<br /> made by a third party against Municipality aleging that ihe BuikHngeye-owned soflware technology underlyirig tfie
<br /> Piatform ir�fringes suc� third party's United States p�#ent, copyright, trademark or trade secxet (an "IP Claim"). and pay
<br /> tt�ose amounts finaMy awaroted by a count of oompetent Jurrsctiction agairtst Municxpatity (irrctud'mg damages, interest,
<br /> tosses, costs and exper�es inciuding attomeys'feesj or payable pursuant to a settlement agreed to by Buildingeys with
<br /> respect to such IP Claim, provided that Municipality provides Buiidingeye with (i) prompt written notice of the IP Ciaim,
<br /> except that any failute to provide this notice promptly only reiieves Buildingeys of its responsibitity pursuant to this Seciion
<br /> 7.3 to the extent its de#ense is materiaHy prejudioed by the delay, tii)sole c�troi over#�e defense and settlement of the
<br /> IP Claim, provided that Bu�dingeye will not admit �ault by Municipaiity or agree to any settlemerrt that would im�se
<br /> obligations or�estri�or�s on Municipaliry (other than payment of sums which would be paid by Buildingeye under this
<br /> Se�tion 7.3)withaut M�nir�ality's prior written coRSent. not to be unreasonably withheld.dela�Aed or conditioned; and (iii)
<br /> all assistance, information and authority reasonably requested by Buildingeye for the defense and/or settlement of t#�e IP
<br /> Claim. Buildingey� shatl have no obligation wRh respect to any daim arising out of or relating to: (x) any unauthorized
<br /> use,distribution or display of the Platform; (y)any modfications to the Platform not authorized or made by Buildingeys; or
<br /> (z)any combination of the PlatFortn wr'th any third party hardware,software, serv�ce or technology if such daim would not
<br /> have arisen but for such oombination. If Bui�ingeye, in its sote discretion,beGeves an IP Claim ot an adverse judgmeni in
<br /> connection with an IP Claim is likely, then Buildingeys may, at its expense, (a) obtain a license from such third party
<br /> claimant that allows €�ar aQntinued operation of the Platfam, �b) modify the Platform so as to be non-infringing, or (c) i�
<br /> neither (a) nor(b)is available to Buildingeye at a commercially reasonable terms, terminate this Agreement upon written
<br /> notice to Municipality. This Section 7.3 sets forth the entire liability of Buildingeye and the sale and exclusive remedy of
<br /> Municipality in the event of any claim that the Platform infringes any third party Intellectual Property Right.
<br /> 7.4 MunicioaHty Indemnitv. Municipality ag�ees to, at its expense, defend andlor settle any claim m�de by a
<br /> third party against Buildingeye or its officers,directors, employees or agents(the"Buitdingeve Indemnitees")alleging that
<br /> Municipality has breached any representafion or warranty made by�hereunder{a"Cfaim"),and pay those amounts finally
<br /> awarded by a cozrrt of competent j�r�sdi�tion a�airrst the 8u�ldirrgeye lrtdemnitees (incJ�rdirzg damages, Pnterest, tosses,
<br /> �sts and expenses including attomeys'fees)or payable pursuant to a settlement agreed to by Municipality with respect
<br /> to such Claim, provided that Buildingeye provides Municipality with (i} prompt written notice of the Claim, except that any
<br /> failure to provide this notice promptly only relieves Municipality of its responsibility pursuant to this Section 7.4 to the
<br /> REV:07-23-i5 VR
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<br /> ATTY/AGR,2015.145/BuildingEye/Planning Application Web Map Ser+rice
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