|
7
<br />8.
<br />Agreement, and (iii) promptly pay any and all fees, charges and amounts
<br />properly owed by Customer to Redflex for work performed and Citations
<br />issued by Redflex prior to the termination.
<br />6.6.3. Unless the Customer and Redflex have agreed to enter into a new
<br />agreement relating to the Photo Red Light Enforcement Program or have
<br />agreed to extend the Term of this Agreement, Redflex shall remove any and
<br />all Equipment or other materials of Redflex installed in connection with
<br />Redflex's performance of its obligations under this Agreement, including but
<br />not limited to housings, poles and camera systems, and Redflex shall restore
<br />the Designated Intersection Approaches to substantially the same condition
<br />such Designated Intersection Approaches were in immediately prior to this
<br />Agreement.
<br />6.7. SURVIVAL. Notwithstanding the foregoing, the definitions and each of the
<br />following shall survive the termination of this Agreement: (x) Sections 4.2
<br />(Reservation of Rights), 5.1 (Redflex Representations and Warranties), 5.2
<br />(Customer Representations and Warranties), 5.3 (Limited Warranty), 7
<br />(Confidentiality), 8 (Indemnification and Liability), 9 (Notices), 10 (Dispute
<br />Resolution), 11.1 (Assignment), 11.17 (Applicable Law), 11.16 (Injunctive
<br />Relief; Specific Performance) and 11.18 (Jurisdiction and Venue), and (y) those
<br />provisions, and the rights and obligations therein, set forth in this Agreement
<br />which either by their terms state, or evidence the intent of the parties, that the
<br />provisions survive the expiration or termination of the Agreement, or must
<br />survive to give effect to the provisions of this Agreement.
<br />CONFIDENTIALITY. During the term of this Agreement and for a period of three
<br />(3) years thereafter, neither party shall disclose to any third person, or use for itself in
<br />any way for pecuniary gain, any Confidential Information learned from the other
<br />party during the course of the negotiations for this Agreement or during the Term of
<br />this Agreement. Upon termination of this Agreement, each party shall return to the
<br />other all tangible Confidential Information of such party. Each party shall retain in
<br />confidence and not disclose to any third party any Confidential Information without
<br />the other party's express written consent, except (a) to its employees who are
<br />reasonably required to have the Confidential Information, (b) to its agents,
<br />representatives, attorneys and other professional advisors that have a need to know
<br />such Confidential Information, provided that such parties undertake in writing (or are
<br />otherwise bound by rules of professional conduct) to keep such information strictly
<br />confidential, and (c) pursuant to, and to the extent of, a request or order by any
<br />Governmental Authority, including laws relating to public records.
<br />Indemnification and Liability.
<br />8.1. Indemnification by Redflex. Subject to Section 8.3, Redflex hereby agrees to
<br />defend and indemnify the Customer and its affiliates, shareholders or other
<br />interest holders, managers, officers, directors, employees, agents, representatives
<br />and successors, (individually a "Customer Party" and collectively, the "Customer
<br />Parties") against, and to protect, save and keep harmless the Customer Parties
<br />from, and to pay on behalf of or reimburse the Customer Parties as and when
<br />incurred for, any and all liabilities, obligations, losses, damages, penalties,
<br />demands, claims, actions, suits, judgments, settlements, costs, expenses and
<br />12
<br />
|