|
materials which may: (x) contain malware; (y) include content
<br />determined to be illegal, including file sharing of third party
<br />intellectual property; or (z) contain defamatory content.
<br />15. Term. The term of this Agreement will be as stated on
<br />page I.
<br />16. Termination for Breach. In the event of a material
<br />breach of this Agreement, the non -breaching party may terminate
<br />this Agreement upon provision of thirty (30) days' written notice
<br />to the breaching party, provided that such breach has not been
<br />cured within said period. If Virtual Academy terminates this
<br />Agreement due to Law Enforcement Agency's failure to make
<br />adequate or timely payment, all Solutions may be terminated at
<br />Virtual Academy's option. In the event of termination following
<br />such breach, Virtual Academy may, at its option, (a) charge a
<br />reinstatement fee to reinstate support Solutions; or (b) decline to
<br />reinstate support Solutions until breach is cured. In addition,
<br />either party may terminate this Agreement, effective immediately
<br />upon notice, if the other party files for bankruptcy protection, is
<br />determined to be bankrupt or insolvent or enters into any
<br />bankruptcy or insolvency proceeding, except that Virtual
<br />Academy shall continue to provide courses still in session in
<br />accordance with the terms of this Agreement to the extent legally
<br />permitted to do so.
<br />17. Effect of Termination. Virtual Academy also agrees that
<br />in case of termination by either party, it will make reasonable
<br />efforts to protect officer data, subject to the terms of this
<br />Agreement. Notwithstanding anything herein to the contrary,
<br />officer data will be provided to Law Enforcement Agency within
<br />ninety (90) days of contract termination. After delivery of officer
<br />data to Law Enforcement Agency, Virtual Academy, in its
<br />discretion, destroy officer data. Upon the expiration or any
<br />termination of this Agreement the following Sections shall
<br />survive: 5, 6, 7, 8, 9, 11; 12; 17; 18; 20 and 21.
<br />18. Limitation of Liability. Excluding a party's fulfillment
<br />of its indemnification obligations hereunder, neither party shall
<br />be liable or responsible to the other party for any indirect, special,
<br />punitive, incidental, or consequential damages in connection with
<br />or arising out of this Agreement, even if that party has been
<br />advised of the possibility of such damages or it is otherwise
<br />foreseeable. Virtual Academy's total liability to Law
<br />Enforcement Agency for damages, costs, losses, or expenses
<br />relating to this Agreement is limited to the fees paid or owed by
<br />Law Enforcement Agency with respect to previous year. Law
<br />Enforcement Agency's total liability to Virtual Academy for
<br />damages, costs, losses, or expenses relating to this agreement is
<br />limited to the fees paid or owed by the Law Enforcement Agency
<br />with respect to previous year.
<br />19. Force Majeure. Virtual Academy warrants that it shall
<br />use commercially reasonable efforts to maintain Solutions and
<br />protect data. Virtual Academy shall not be liable for any failure
<br />to perform its obligations where such failure is a result of acts of
<br />nature (including fire, flood, earthquake, storm, hurricane or
<br />other natural disaster), war, invasion, act of foreign enemies,
<br />hostilities (whether war is declared or not), civil war, rebellion,
<br />revolution, insurrection, military or usurped power or
<br />confiscation, terrorist activities, nationalization, government
<br />sanction, blockage, embargo, labor dispute, strike, lockout,
<br />interruption or failure of electricity, telephone, or internet service.
<br />20. Mediation and Arbitration. Any controversy between
<br />the parties to this Agreement involving the construction or
<br />application of any of the terms, provisions, or conditions of this
<br />Agreement shall, on written request of either party served on the
<br />other, be submitted first to mediation and then if still unresolved
<br />to binding arbitration. Said mediation or binding arbitration shall
<br />comply with and be governed by the provisions of the American
<br />Arbitration Association for Commercial Disputes.
<br />21. Governing Law. This Agreement is governed by the
<br />laws of the State of Indiana. Legal action arising from this
<br />Agreement only be filed in the State of Indiana.
<br />22. Legal and Re ug latat•y Changes. If any law or regulation
<br />governing this Agreement, the Solution or the training changes
<br />such that any aspect of this Agreement, the Solution or any
<br />training as then provided does not comply with such law or
<br />regulation, the Parties shall amend this Agreement solely to the
<br />extent necessary to comply with such law or regulation.
<br />23. Entire Agreement. This Agreement contains the entire
<br />Agreement between the parties and supersedes all prior
<br />agreements.
<br />24. Amendment. No amendment, modification, termination
<br />or waiver of any provision of this Agreement is effective unless
<br />it is in writing and signed by both parties.
<br />25. Severability. If a court declares any part of this
<br />Agreement void or unenforceable, the remaining terms and
<br />provisions shall remain in force.
<br />26. Counterparts. This Agreement may be executed in
<br />counterparts, each of which shall be deemed to be an original but
<br />all of which taken together shall constitute one and the same
<br />agreement, and shall become effective when one or more
<br />counterparts have been signed by each of the parties and delivered
<br />to the other party.
<br />27. Nondiscrimination: Virtual Academy and any
<br />subcontractors employed by Virtual Academy shall not
<br />discriminate against any employee or applicant for employment
<br />to be employed in the performance of this agreement with respect
<br />to his/her hire, tenure, terms, conditions, or privileges of
<br />employment or any matter directly or indirectly related to
<br />employment because of his/her race, religion, color, sex,
<br />disability, national origin, or ancestry.
<br />4
<br />135251091 v2
<br />
|