Wastewater Services Agreement - Amazon Data Services, Inc.

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AMAZON CONFIDENTIAL 4 representatives, or contractors in connection with performance of the Provider’s obligations under this Agreement; (3) the failure by the Provider to fulfill any of its obligations under this Agreement; except that the ADS Indemnified Parties will not be indemnified hereunder if such Damages arise or result from the gross negligence or willful misconduct of any ADS Indemnified Party or the unexcused breach by ADS of any of its obligations under this Agreement. – WARRANTIES AND COVENANTS 6.1 Supply Chain Standards. Provider, a municipal governmental entity, agrees to abide by all Federal, State, local laws and internal policies related to International Human Rights and further agrees to work with ADS should a need arise where an internal investigation of business practices related to Provider’s Supply Chain procedures becomes necessary. 6.2 Confidential Information. The Parties’ disclosures and activities in connection with this Agreement and the Project are subject to the Non-Disclosure Agreement indicated in the Cover Sheet (“NDA”). If the NDA expires or is terminated during the Term and is not renewed or replaced, the terms of such prior NDA will continue to apply to the Parties’ activities in connection with this Agreement and the Project until a new NDA is executed by the Parties. 6.3 Public Announcements. The Provider will not issue, or allow a third party or Affiliate to issue, any public announcement, press release or public statement, or conduct press tours, regarding this Agreement without ADS’s prior written consent, not to be unreasonably withheld. Subject to the NDA, ADS may issue public announcements, press releases, and statements related to this Agreement in its sole discretion. The Provider may disclose information to third parties if such information has already been publicly disclosed by ADS, and the Provider is directly asked to provide such information by the third party. – DEFAULT AND REMEDIES 7.1 Events of Default. Any of the following actions or inactions by a Party will constitute an “Event of Default” if such Party (the “Defaulting Party”): (a) Breach of Obligations. Fails to perform any material obligations or covenants under this Agreement, which failure continues for 30 days after written notice from the other Party (“Non-Defaulting Party”). (b) Insolvency. (i) Becomes insolvent or is unable to pay its debts or fails (or admits in writing its inability) generally to pay its debts as they becomes due; (ii) makes a general assignment, arrangement, or composition with or for the benefit of its creditors; (iii) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or a petition is presented for its winding-up or liquidation, which