Hosting Service and Information System Agreement - Systems & Software Inc - Utility Billing System Implementation

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and storage by Systems & Software and its third -party service providers in accordance with this Agreement and in any jurisdiction in North America; c. City complies with all applicable privacy legislation as of the Effective Date in the performance of its obligations hereunder in respect of any Data collected, used, transferred, created or disclosed pursuant to this Agreement; and d. City will not provide Systems & Software with data of any kind for which Systems & Software either has no need or does not have the right to collect, use and store under the terms of this Agreement. 14. Confidential Information The parties agree to keep confidential any and all Confidential Information with respect to the other party which it has received or may in the future receive in connection with this Agreement and shall only disclose such Confidential Information of the other party (i) to its agents, employees or representatives who have a need to know such information, for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, and who have entered into a non -disclosure agreement at least as protective of the other party's Confidential Information as this Agreement, or (ii) to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. The parties each agree to hold the other party's Confidential Information in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of the other party. In addition to any other restrictions on Systems & Software's use of the Data, the confidentiality obligations above apply except to the extent that both parties agree that the Data may be subject to privacy laws providing for the owners of the Data to review such Data or to challenge the collection and storage of the Data. City represents and warrants to Systems & Software that as of the Effective Date no individual, government body or third party has requested a review of the Data or challenged the collection and storage of the Data to be stored in the Software. 15. Indemnity City is solely responsible for its Data, its use, and its Users' use, of the Hosting Services in any way, and all legal liability arising out of or relating thereto. City shall defend, indemnify and hold Systems & Software and its third party service providers, if applicable, and each of their respective officers, directors, employees and agents (the "Indemnities") harmless from and against any and all losses, costs, damages and expenses (including reasonable attorney's fees) that the Indemnities may suffer in connection with any demands, claims, actions, suits or proceedings arising out of or in connection with (i) the use of the Hosting Services including but not limited to any Third Party Components by City or its Users; (ii) any breach by City or its Users of this Agreement; or (iii) City's Data, including but not limited to any third party claims that the inclusion, use, reference, incorporation of or linking to any third party materials or the City's Data violates such third party's copyright and/or other intellectual property, privacy or other rights, or that such use is illegal. 16. General (a) Governing Law; Venue: This Agreement shall be governed by and construed in accordance with the laws of the Indiana] and the federal laws of the United States applicable therein. This Agreement expressly excludes that body of law applicable to choice of law, the Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. City and Systems & Software hereby waive, to the fullest extent permitted by applicable law, the right to trial by jury in any action, proceeding or counterclaim filed by any party, whether in contract, tort or otherwise, relating directly or indirectly to this Agreement or any acts or omissions of Systems & Software in connection therewith or contemplated thereby. 9of12