Master Service Agreement - InfoSend, Inc. - CIS System for Water Works

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were directly attributable to InfoSend's gross negligence or willful misconduct. 10 Insurance 10.1 InfoSend's Insurance Provisions InfoSend will maintain the following minimum insurance levels during the Initial Term of this Agreement and any Renewal Terms: a Commercial General Liability coverage in the amount of $1,000,000.00 per occurrence and $2,000.000.00 in aggregate. Automobile Liability Insurance coverage in the amount $1,000,000.00 per occurrence. Umbrella Liability Insurance in the amount of $5,000,000.00 per occurrence and in aggregate. 4 Worker's Compensation Insurance with at least the minimum coverage amounts required by law. • Errors & Omissions Insurance with a $5,000,000.00 coverage limit. 11 Indemnification & Limitation of Liability 11.1 Indemnification & Limitation of Liability InfoSend is a service provider; as such, Client acknowledges that data processing involves the risk of human and machine errors and that InfoSend shall not be liable for any errors, omissions, delays or losses. InfoSend will not be responsible for actions, omissions or delays to Services resulting from incomplete, late or faulty data and/or instructions transmitted by Client. No damages shall be assessed against InfoSend when any delay or breach on InfoSend's part is caused by failure of Client to perform Clients' responsibilities or any other reason beyond the control of InfoSend, including, without limitation, (a) failures or limitations on the availability of third -party telecommunications or other transmission facilities; (b) Client failure to maintain security or confidentiality of data or access credentials; (c) violation of the applicable terms of this agreement or any applicable laws, regulations or industry standards. In no event shall InfoSend be liable for indirect, special or consequential damages even if InfoSend has been advised of the possibility of such potential claim, loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies. InfoSend Master Service Agreement 10.2.2018 12 General 12.1 Independent Contractor Client and InfoSend agree and understand that the relationship between both parties is that of an independent contractor. No joint venture, partnership, employment or agency relationship exists between Client and InfoSend as a result of this Agreement or use of the Service. 12.2 Governing Law This Agreement shall be governed by the substantive laws of the state of Indiana without regard to the choice or conflicts of law provisions of any jurisdiction. 12.3 Amendment of Agreement Modifications or changes to this Agreement must be in writing and executed by the parties bound to this Agreement. 12.4 Severability If a word, sentence or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence or paragraph shall be severed from this Agreement, and this Agreement shall be read as if said word, sentence or paragraph did not exist. 12.5 Assignment This Agreement may not be assigned by either party without the prior written approval of the other party, unless it is being assigned to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. 12.6 Immigration Laws For Services performed within the United States, InfoSend will assign only personnel who are legally authorized to work in the United States. InfoSend represents and warrants that it complies with all applicable immigration laws with respect to the personnel assigned to Client. 12.7 Survival All of the terms of this Agreement which by their nature extend beyond the expiration or termination of the Agreement, including but not limited to indemnification obligations, confidentiality obligations and limitations of liability, shall survive expiration or termination of the Agreement and remain in full force and effect. Page 5 of 7