Statement of Work, Master Professional Services Agreement, Mutual Confidentiality Agreement - SADA Systems, Inc

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ANY EXPRESS WARRANTIES OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON - INFRINGEMENT OR OTHERWISE. IN ADDITION, SADA MAKES NO EXPRESS OR IMPLIED WARRANTIES RELATING TO THIRD PARTY PRODUCTS OR SERVICES. 7.5 Limited Warranty. If any implied warranties, guarantees or conditions implied by local law cannot be waived, then any such implied warranties are limited in duration to 90 days from delivery of the applicable Service or deliverable. 8. INSURANCE During the term of this Agreement, SADA will keep in force the following insurance coverage with insurers having an A.M. Best rating of A-, VIII or better: • Workers Compensation as required by statute and Employers' Liability with $1,000,000 per accident, $1,000,000 disease policy limit, and $1,000,000 disease per employee. • Commercial General Liability with $1,000,000 per occurrence and $2,000,000 aggregate. • Professional Liability/Errors & Omissions with $5,000,000 per occurrence and $5,000,000 aggregate, including information security coverage with $1,000,000 per occurrencelaggregate, • Employment Practices Liability with $1,000,000 per occurrencelaggregate. • Excess Liability or Umbrella Liability with $6,000,000 per occurrence and $6,000,000 aggregate. INDEMNIFICATION 9.1 By SADA. SADA agrees to indemnify, defend, and hold Client harmless from and against all losses, liabilities, damages, and related costs (including settlement costs and reasonable attorneys' fees) (collectively, "Losses') arising out of a third -party claim that any SADA IP or deliverables infringe or misappropriate any patent, copyright, trade secret or trademark of a third party. Notwithstanding the foregoing, in no event will SADA have any obligations or liability under this Section arising from: (A) use of any deliverable in a modified form or in combination with materials not furnished or approved by SADA, (B) use by Client or its agents of any deliverable in a manner not reasonably consistent with the applicable specifications, requirements or instructions for such item, or (C) any content, information or data provided by Client or other third parties. 9.2 By Client. Client will indemnify, defend and hold SADA harmless from and against all Losses arising out of (A) a third -party claim that Client IP or other materials provided to SADA by Client infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; (B) any deficiency (including penalties and interest) relating to taxes that are the responsibility of Client; or (C) a third -party claim arising out of or relating to SADA's use of any Client content, provided such use complies with the terms of this Agreement. 9.3 Infringement. If any deliverable becomes, or in SADA's reasonable opinion is likely to become, the subject of an infringement or misappropriation claim or proceeding, SADA will, at its expense: (A) secure the right to continue using the deliverable; (B) replace or modify the deliverable to make it non -infringing, provided that any such replacement or modification will not degrade the performance or quality of the deliverable; or (C) if SADA cannot accomplish either of the foregoing using commercially reasonable efforts, and only in such event, SADA will remove the deliverable and any related charges will be equitably adjusted to reflect such removal. 9.4 General, The Party seeking indemnification (the "Indemnitee") will promptly notify the other Party of the claim and cooperate with the indemnifying Party in defending the claim. The indemnifying Party will have full control and authority over the defense, provided that: (A) any settlement requiring the Indemnitee to admit liability or pay any money will require the Indemnitee's prior written consent, such consent not to SADA Master Professional Services Agreement 6 Version 4,26.17