|
property damages. The insurance shall apply to any owned, non -owned, leased, or hired
<br />automobiles used in the performance of this Agreement.
<br />Professional Liability, Errors, and Omissions Insurance: Liability limit of not less than Three Million
<br />Dollars ($3,000,000.00), including coverage for professional malpractice.
<br />7.2. Prior to commencing work on the project, CORE shall provide the Customer with certificates of
<br />insurance evidencing the coverages described above naming the Customer as an additional insured.
<br />8. INDEMNIFICATION
<br />8.1. Customer Indemnification. Customer shall and does hereby agree to indemnify, hold harmless, and
<br />save CORE from liability against any claim, demand, loss or action (1) resulting from Customer's use
<br />or modification of the Licensed Program or the Licensed Documentation or (2) alleging that any
<br />Maintenance Modifications made by Customer infringe any third -party rights in the United States
<br />respecting copyright, trade secret, or patent. The foregoing qualification applies only to
<br />modifications that have not been authorized by CORE.
<br />8.2. CORE Indemnification. To the full extent permitted by law, CORE shall indemnify, defend and hold
<br />harmless Customer, its elected officials, officers and employees ("Customer's Parties') from and
<br />against any liability (including liability for claims, suits, actions, losses, expenses or costs of any kind,
<br />whether actual, alleged or threatened, including attorneys' fees and costs, court costs, defense costs
<br />and expert witness fees), where the same arise out of, are a consequence of, or are in any way
<br />attributable to, in whole or in part, (i) the negligent acts or willful misconduct of CORE in carrying out
<br />its obligations under this Agreement; or (ii) any data breach which discloses personal identifying data
<br />that arises as a result of the negligent or willful failure of CORE to follow the security and/or legal
<br />requirements for the handling of payment data as are set forth in Section 2.3 and 12.10 of this
<br />Agreement and Sections 4.6, 5.5 and 5.6 of Attachment C.
<br />8.3. CORE Infringement Indemnification. CORE shall and does hereby agree to indemnify, hold harmless,
<br />and save Customer from liability against any claim, demand, loss, or action alleging that the Licensed
<br />Program and the Licensed Documentation or any Maintenance Modifications or Enhancements made
<br />by CORE infringe any third -party rights in the United States respecting copyright, trade secret, or
<br />patent.
<br />9. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
<br />9.1. Each party represents that it has validly entered into this Agreement and that it has the power and
<br />authority to do so. CORE warrants that during the Agreement Term it will perform the Services using
<br />commercially reasonable care and skill in all material respects as described in the Specifications and
<br />in compliance with applicable laws to the extent expressly set forth in Attachments C and D included
<br />herein. If the Services provided to Customer were not performed as warranted, Customer must
<br />promptly provide CORE with a written notice that describes the deficiency in the Services (including,
<br />as applicable, the service request number notifying CORE of the deficiency in the Services).
<br />9.2. CORE DOES NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR -FREE OR
<br />UNINTERRUPTED, THAT CORE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL
<br />MEET CUSTOMER REQUIREMENTS OR EXPECTATIONS. CORE IS NOT RESPONSIBLE FOR ANY ISSUES
<br />RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM
<br />CUSTOMER CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.
<br />Page 4 of 8
<br />ATTY/AGR/2019.118.1/CHERRYROAD ERP IMPLEMENTATION SERVICES - COREBT SOFTWARE LICENSE AGR
<br />REV: 05-28-19 PR
<br />
|