Opening of Proposals - Utility Billing System - Systems & Software, Inc. - Part 2

Home Browse Search

B. Customer agrees to indemnify, defend and hold harmless S&S, its directors and officers, and its employees and agents (collectively, the "S&S Indemnified Parties") from any and all claims, costs, expenses (including reasonable attorneys' fees), damages, liabilities or judgments, relating to injuries to persons or damage to property to the extent that the same arise out of the work or activities of Customer or its employees, subcontractors, or agents in connection with the Project. Notwithstanding the foregoing, Customer shall have no obligation under the foregoing sentence if the claim, cost or other item was due to the negligence of S&S or any of the other S&S Indemnified Parties. Customer's total liability under this section 14(B) shall be limited to the amount of insurance coverage available to Customer under its then -current commercial general liability insurance policy. 15. INSURANCE S&S represents that the Certificate of Insurance attached hereto as Exhibit 5 (Certificate of Insurance) (the "Certificate of Insurance") properly reflects the insurance coverage that S&S currently has in place for commercial general liability, workers' compensation, and errors and omissions policies. 16. FORCE MAJEURE Neither party shall be responsible for delays or failures in performance resulting from major substantive acts beyond the control of such party. Such acts shall include, for example, but not be limited to, acts of God, riots, acts of war, epidemics, governmental regulations superimposed after the fact, earthquakes or other natural disasters, 17. NOTICES; PARTY REPRESENTATIVES All notices required or permitted to be given hereunder shall be in writing and shall be delivered in hand or sent by first-class mail, postage prepaid, or by a nationally recognized overnight courier, to the parties at the following addresses or other such address or addresses as to which a party shall have notified the other party in accordance with this Section: If to S&S: If to Customer: Systems & Software, Inc. 426 Industrial Avenue, Suite 140 Williston, Vermont 05495 Attention: General Manager Attention: _ shall act as representatives of the Customer, and the General Manager shall act as representative of S&S with respect to this Agreement. These persons shall have the authority to transmit instructions, receive information, interpret and define policies and make decisions with respect to the Project. Additional and substitute representatives of S&S and the Customer may be added by written notice of one party to the other. 18. INDEPENDENT CONTRACTORS The relationship of the parties is that of independent contractors, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party shall have any authority to enter into agreements on behalf of the other or to bind or obligate the other in any manner. 19. NAMING THE CUSTOMER AS A REFERENCE; PRESS RELEASE Customer agrees that S&S may, at its option, name Customer as a reference for prospective customers and identify Customer as a customer for S&S' promotional purposes, including without limitation in press releases, on S&S' web site, and in presentations to prospective customers. Customer agrees to work with S&S to plan and conduct demonstrations of the Application Software for prospective S&S customers at the Customer's offices; provided that S&S shall provide reasonable notice to Customer in advance and shall coordinate with Customer to ensure that the demonstration does not disrupt Customer's business. S&S agrees that timing and number of requests for demonstrations to prospective S&S customers at the Customer site shall be not be unreasonable. 20. GOVERING LAW; JURISDICTION; VENUE Systems & Software, Inc. Confidential 10