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Virtual Academy's obligations and exercising Virtual Academy's
<br />rights hereunder.
<br />10. Assignment. Law Enforcement Agency may not assign
<br />this Agreement, or any of its rights or obligations hereunder, in
<br />whole or in part, by operation of law or otherwise, without the
<br />express written consent of Virtual Academy, which Virtual
<br />Academy may withhold in its sole discretion.
<br />11. Compensation, Law Enforcement Agency shall pay to
<br />Virtual Academy the amounts on the schedule set forth on the
<br />Cover Page.
<br />12, Payment Terms. Payment is due 35 days after receipt of
<br />invoice. Law Enforcement Agency and Virtual Academy hereby
<br />agree that:
<br />a. if Virtual Academy incurs costs in collecting
<br />overdue invoices, Law Enforcement Agency is responsible for
<br />collection costs including reasonable attorneys' and/or collection
<br />fees.
<br />b. Law Enforcement Agency may not reduce or
<br />offset any amounts due to Virtual Academy.
<br />C. Acceptance of partial payment from Law
<br />Enforcement Agency by Virtual Academy does not waive the
<br />right to collect the full amount due.
<br />13. Responsibilities of Law Enforcement Agency. Law
<br />Enforcement Agency agrees to perform the following:
<br />a. Law Enforcement Agency will provide to
<br />Virtual Academy a list of enrolled officers and officer
<br />identification as is needed for Virtual Academy to perform its
<br />obligations under this Agreement. The list provided by Law
<br />Enforcement Agency will reflect officers enrolled as of the first
<br />day of implementation and will be provided to Virtual Academy
<br />a minimum of five (5) days prior to the initiation of
<br />implementation.
<br />b. Law Enforcement Agency will arrange and
<br />provide for a qualified officer to administer and oversee Law
<br />Enforcement Agency's use and implementation of the TMS,
<br />courseware, instructional materials, software, source code and the
<br />Solutions in connection with the training. Law Enforcement
<br />Agency will ensure that all such officers participate in the training
<br />and orientation provided by Virtual Academy with respect to the
<br />TMS, courseware, Solutions, instructional materials, software or
<br />source code. Law Enforcement Agency will take such steps as
<br />necessary to ensure that officers respect Virtual Academy
<br />copyrights and proprietary information.
<br />C. Law Enforcement Agency shall exercise the
<br />sole decision -making authority in the (i) appointment of training
<br />officers, (ii) admission of officers to the training, (iii) evaluation
<br />of officer performance, and (iv) decisions to award course credit
<br />and/or training credentialing.
<br />d. Law Enforcement Agency warrants that it has
<br />policies and procedures in place to comply with, and will comply
<br />with, all applicable federal, state, and local laws and regulations
<br />with respect to the training. Without limiting the foregoing, Law
<br />Enforcement Agency will be responsible for compliance with all
<br />applicable state accrediting agency requirements and state law
<br />authorizations and requirements.
<br />e. Law Enforcement Agency will provide such
<br />other reasonable administrative support for the implementation
<br />and functioning of the TMS and the Solutions not otherwise
<br />specifically set forth in this Agreement as being the responsibility
<br />of Virtual Academy.
<br />f. Law Enforcement Agency will make
<br />reasonable efforts to prevent unauthorized access to the TMS,
<br />courseware, instructional materials, software or source code and
<br />to maintain confidentiality of login information used by officers
<br />and instructors to access the TMS, courseware, instructional
<br />materials, software or source code.
<br />g. Any additional responsibilities of Virtual
<br />Academy and Law Enforcement Agency with respect to the
<br />Solutions shall be mutually agreed in writing.
<br />14. Indemnification.
<br />a. To the extent permitted by applicable law, each
<br />party sbalI indemnify and hold harmless the other party, including
<br />its officers, directors, employees and agents, against any losses,
<br />damages, or expenses (including, without limitation, reasonable
<br />attorneys' fees) arising from any claim, suit or proceeding
<br />brought by a third party against the other party and arising out of
<br />the indemnifying party's (i) gross negligence, willful misconduct
<br />or fraud; (ii) breach of the terms of this Agreement or (iii) failure
<br />to comply with any applicable law.
<br />b. Without limiting the foregoing, Law
<br />Enforcement Agency agrees to indemnify and hold harmless
<br />Virtual Academy, and its officers, directors, employees and
<br />agents from all losses, damages, expenses and costs, including
<br />reasonable attorney's fees, resulting from or related to:
<br />i. Any claim brought against Virtual
<br />Academy or its officers, directors, employees or agents alleging
<br />violation of a patent, copyright, trademark or trade secret based
<br />on any material that is generated by, altered by, modified by,
<br />distributed by, copied by or uploaded by any trainer, officer or
<br />staff member of Law Enforcement Agency or any individual or
<br />entity who gains unauthorized access to the TMS, courseware,
<br />instructional materials, software or source code due to a failure
<br />on behalf of Law Enforcement Agency to make reasonable efforts
<br />to prevent unauthorized access thereto or to maintain
<br />confidentiality of login information used by officers and
<br />instructors to access same;
<br />ii. Any infringement of third party
<br />copyrights or patents by Law Enforcement Agency's
<br />management; and/or
<br />iii. Any damages caused by materials
<br />uploaded or distributed via Virtual Academy's system and/or the
<br />training by the Law Enforcement Agency, including those
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