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U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE
<br />Server Configuration and Training
<br />South Bend Police Department
<br />Statement of Work # 19797600 v 1.0
<br />October 13, 2016
<br />S. Remedies. In addition to the remedies contained in Contract 4400006644 (RFP2000001701), Insight shall
<br />provide the Client the following remedies:
<br />(a) Services. Client's remedy for non -conforming Services discovered upon completion or during the warran-
<br />ty period shall be the re -performance of any deficient Services at insight's expense. No re -performance shall
<br />extend any warranty period. If Insight is unable to remedy any deficient Services within 30 days of notice or
<br />such additional time as may be agreed upon by the parties, Insight will, at its option, provide a credit or refund
<br />of any fees paid for the specific non -conforming Services.
<br />(b) Credits. Any credits issued to Client by Insight for any reason must be applied by Client within 2 years
<br />from the date the credit is issued. If not used within such period, credits will automatically expire.
<br />9. Confidential Information. Insight and Client will maintain in confidence and safeguard all Confidential
<br />Information, as defined in this SOW, of the other party, its affiliates, and its clients. Confidential Information will
<br />include, but is not limited to trade secrets, know-how, inventions, techniques, data, client lists, financial infor-
<br />mation, and sales and marketing plans of the other party, its affiliates, or its clients. Both Insight and Client
<br />recognize and acknowledge the confidential and proprietary nature of any Confidential Information as well as
<br />acknowledge the irreparable harm that could result to the other party, its affiliates, or its clients if such Confidential
<br />Information is disclosed to a third party or used for unauthorized purposes. Insight and Client agree to use any
<br />Confidential Information only for the purpose of conducting business with each other and their clients in the
<br />manner contemplated by this SOW. Insight and Client will restrict disclosures of any Confidential Information to
<br />only those personnel who have a need to know and will bind such personnel to obligations of confidentiality to the
<br />same extent that each party is bound by this SOW. Upon completion or termination of this SOW or upon request of
<br />Insight or Client, the other party will promptly return all materials incorporating any such Confidential Information
<br />and any copies thereof to the owner of such Confidential Information. For purposes of this SOW, the obligations will
<br />not apply to information that has already entered the public domain other than by Insight's or Client's breach of
<br />this SOW; was acquired by Insight or Client before receiving such information from the other party without
<br />restriction as to use or disclosure; is hereafter rightfully furnished to Insight or Client without restriction as to use
<br />or disclosure by a third party authorized to make such disclosure; or is information that was independently
<br />developed by Insight or Client without reference to Confidential Information. In addition, Insight and Client agree
<br />that the terms of this SOW and any resultant purchase order are not Confidential Information pursuant to this
<br />provision and can and will be shared with U.S. Communities Government Purchasing Alliance.
<br />10. Indemnification. See Contract 4400006644 (RFP2000001701) for Indemnification provisions.
<br />11. Limitation of Liability. See Contract 4400006644 (RFP2000001701) for Limitation of Liability provisions.
<br />12. Security and Backup._ Client is responsible for the security of its network, including the backup and other
<br />protection of its system and data, against loss, damage or destruction by third parties. Insight will not be liable for
<br />any damages resulting from security breaches of Client's network or data, except to the extent caused by Insight's
<br />sole negligence or willful acts or omissions. This disclaimer is in addition to, and not instead of, any other dis-
<br />claimers and limitation of liability in this SOW.
<br />13. Insurance. See Contract 4400006644 (RFP2000001701) for Insurance provisions.
<br />14. Notices. Any notice required or permitted to be given hereunder must be in writing and is considered
<br />received: (1) when personally delivered; (2) one (1) business day after having been sent by overnight mail via a
<br />professional carrier; or (3) when sent via facsimile or electronic mail, receipt confirmed, with an original document
<br />placed in the mail within 5 business days of the date of that facsimile or electronic mail. All business communica-
<br />tion will be sent to the addresses set forth above or to other persons or addresses as either party designates in
<br />writing to the other. Legal notices must be sent with a copy for Insight addressed to: Insight, 6820 South Harl
<br />Avenue, Tempe, AZ 85243, Attn: Legal Department.
<br />15. Governing Law. This SOW will be governed by the substantive laws of the State of Arizona without giving
<br />effect to any conflict -of -law rules.
<br />16. Non -Solicitation & Non -Hire. Both parties agree that during the time that Insight is rendering Services
<br />under the terms of this SOW and for one year following the cessation of such Services, neither party will directly or
<br />indirectly solicit, offer employment or hire any current or former employee or consultant employed by or hired by
<br />the other party involved in the performance of this SOW. This provision does not restrict the right of either party
<br />to solicit or recruit generally in the media and does not prohibit either party from hiring an employee of the other
<br />who answers any advertisement or who otherwise voluntarily applies for hire without having been initially personal-
<br />ly solicited or recruited by the hiring party.
<br />17. General. Any subsequent additions, deletions or modifications to this SOW are not binding unless agreed
<br />upon in writing by authorized representatives of both Parties. If any part of this SOW is for any reason found to be
<br />invalid, illegal or unenforceable, all other parts will still remain in effect. A delay or failure to exercise or partially
<br />exercise any right under this SOW does not operate as a waiver, nor will it preclude future exercise of that right or
<br />permit, or sanction any subsequent breach of any term or condition. Neither party may assign its duties or rights
<br />under this SOW, whether by operation of law or otherwise, except with the other party's prior written consent;
<br />provided that Insight will have the right to assign this SOW to its affiliates. Insight may subcontract any or all of
<br />its obligations hereunder to one or more qualified parties without Client's prior consent, unless otherwise restricted
<br />in this SOW. Insight is not responsible for default or delays caused by Client's failure to provide accurate instruc-
<br />tions, information, access to facilities or suitable product or application environment. Neither party will be liable for
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