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<br />AGREEMENT FOR SERVICES
<br />This Agreement for Services ("Agreement") is entered into by and between Intrado Inc. ("Intrado") and Cabarrus County Sheriffs Office
<br />("Customer"), as of 2009, or if no such date is indicated, then as of the latest date signed below ("Effective Date"). This
<br />Agreement consists of these terms and conditions and any order, statement of work, exhibit, or similar document made under this
<br />Agreement (each, an "Attachment") describing the products or services Intrado agrees to provide to Customer ("Services"). Intrado and
<br />Customer are referred to herein as "Parties' or "Party". The term "Affiliate" has the meaning in Rule 405 of the Securities Act of 1933.
<br />1 TERM. This Agreement will continue from the Effective Date
<br />until the expiration or termination of the latest-ending Attachment.
<br />2 PAYMENT.
<br />2.1 Customer will pay the fees described in Attachments. Except
<br />as specified in an Attachment, recurring fees will be billed monthly,
<br />and non-recurring fees will be billed within thirty (30) days of the
<br />Attachment effective date or (if applicable) completion of the
<br />delivery or milestone to which the non-recurring fees relate. Subject
<br />to Section 2.5 below, all invoices will be due and payable within
<br />thirty (30) days of invoice date. Any services requested by
<br />Customer and performed by Intrado before execution of an
<br />Attachment or outside the scope of the Attachment may be billed at
<br />Intrado's then-current hourly rate.
<br />2.2 Customer will bear all applicable taxes, duties, and other
<br />government charges relating to the Services (including applicable
<br />interest and penalties), except taxes based on Intrado's income.
<br />Any claim of tax exemption must be supported by appropriate
<br />documentation.
<br />2.3 Unless otherwise provided in an Attachment, within thirty
<br />(30) days after any early termination of an Attachment (except due
<br />to Intrado's default), Customer will pay for Services received as of
<br />the date of termination plus twelve (12%) per year. The Parties
<br />agree that Intrado has made pricing concessions based on such
<br />minimum fees and that any shortfall payment due under this
<br />paragraph is a fair approximation of Intrado's damages, not a
<br />penalty. These fees are in addition to any nonrecurring fees due
<br />under the terms of the Attachment.
<br />2.4 If Customer fails to pay any invoice when due (other than as
<br />provided in Section 2.5), interest will accrue as of the date of
<br />delinquency at the lower of two percent (2%) per month or the
<br />highest rate permitted by applicable law. Upon each such
<br />delinquency, Intrado may provide one or more Default Notice(s) to
<br />Customer (see Section 7 below). If the delinquency is not cured
<br />within ten (10) days after delivery of the Default Notice, Intrado
<br />may, by so indicating in the Default Notice (a) suspend Services
<br />and charge a reconnection fee or deposit on any recommencement;
<br />and/or (b) amend the prices for the remaining term of the applicable
<br />Attachment. These remedies are in addition to any other remedies
<br />available to Intrado, and apply notwithstanding anything to the
<br />contrary in this Agreement or the Attachment(s). Customer will be
<br />responsible for all reasonable costs of collection (including attorney
<br />fees).
<br />2.5 If Customer disputes an invoice in good faith, Customer may
<br />withhold only the disputed amount, not to exceed one month's
<br />recurring fees for the applicable Service. To object to any invoice,
<br />Customer must (a) notify Intrado within thirty (30) days of any such
<br />invoice, specifying the nature of the dispute; and (b) pay any
<br />undisputed amounts as provided herein. Both Parties will in good
<br />faith investigate. and attempt to promptly resolve any disputed
<br />invoices.
<br />4 LIMITED WARRANTY.
<br />4.1 Intrado warrants that Services will be provided in a
<br />workmanlike manner in accordance with industry standards and by
<br />individuals with suitable skills and abilities. Except as provided in an
<br />Attachment, Services will be deemed accepted when performed.
<br />Intrado does not warrant products, equipment, hardware, or
<br />software not manufactured by Intrado, but will on request, assign to
<br />Customer any applicable third party warranties to the extent
<br />permitted by such third party.
<br />4.2 EXCEPT AS STATED IN SECTION 4.1, INTRADO MAKES
<br />NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING ANY
<br />IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
<br />A PARTICULAR PURPOSE, OR NONINFRINGEMENT. INTRADO
<br />EXPRESSLY DENIES ANY REPRESENTATION OR WARRANTY
<br />ABOUT THE ACCURACY OR CONDITION OF DATA OR THAT
<br />THE SERVICES OR RELATED SYSTEMS WILL OPERATE
<br />UNINTERRUPTED OR ERROR-FREE.
<br />4.3 Customer will provide information reasonably required or
<br />requested by Intrado to perform the Services, including as
<br />applicable: cell site specifications; Customer or third party
<br />databases; network architectures and diagrams; forecasts; current
<br />process performance statistics; interfaces and access to Customer
<br />or third party software, hardware, or systems; routing and network
<br />addresses and configurations; and key contacts for problem
<br />escalation (collectively "Customer Materials"). Customer warrants
<br />that (a) Customer is solely responsible for the content and rights to
<br />use the Customer Materials; (b) the Customer Materials will be
<br />accurate; and (c) Intrado's use of the Customer Materials will not
<br />violate the rights of any third party.
<br />LIMITATION OF LIABILITY.
<br />5.1 EXCEPT FOR THE PARTIES' INDEMNIFICATION AND
<br />PAYMENT OBLIGATIONS AND CLAIMS RELATING TO
<br />VIOLATIONS OF SECTION 6 OR 8, NEITHER PARTY WILL BE
<br />LIABLE TO THE OTHER FOR ANY INDIRECT, EXEMPLARY,
<br />SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL
<br />DAMAGES OR LOSS OF GOODWILL, DATA OR PROFITS, OR
<br />COST OF COVER. THE TOTAL LIABILITY OF INTRADO FOR
<br />ANY REASON WILL BE LIMITED TO THE AMOUNT PAID TO
<br />INTRADO BY CUSTOMER FOR THE APPLICABLE SERVICES IN
<br />THE SIX MONTHS PRECEDING THE DATE OF THE CLAIM.
<br />5.2 THE FOREGOING LIMITS ON LIABILITY WILL. APPLY
<br />WHETHER THE APPLICABLE CLAIM ARISES OUT OF BREACH
<br />OF EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT
<br />(INCLUDING NEGLIGENCE), OR STRICT PRODUCT LIABILITY,
<br />AND EVEN IF THE PARTY HAS BEEN ADVISED THAT SUCH
<br />DAMAGES ARE POSSIBLE OR FORESEEABLE.
<br />5.3 NO CAUSE OR ACTION WHICH ACCRUED MORE THAN
<br />TWO (2) YEARS PRIOR TO THE FILING OF A SUIT MAY BE
<br />ASSERTED BY EITHER PARTY.
<br />INDEMNIFICATION.
<br />2.6
<br />6.1 By Intrado. Intrado agrees to indemnify and hold harmless
<br />3 CONFIDENTIALITY. Except to the extent disclosures are Customer from and against any and all third-party claims, actions,
<br />required under applicable federal, state or local freedom of suits, proceedings, costs, expenses, damages and liabilities,
<br />information laws or regulations ("Public Request"), the terms of including reasonable attorneys' fees and expenses (collectively,
<br />Exhibit A (Confidentiality Terms) will apply to this Agreement. Upon "Claims") for physical injury or death or damage to real property to
<br />any Public Request, Customer may disclose the applicable the extent caused by Intrado's negligence or willful misconduct.
<br />Confidential Information, but only to the extent required by
<br />applicable law or regulation, and Customer will give sufficient notice 6.2 By Customer. Customer will indemnify, defend and hold
<br />to Intrado to allow Intrado an opportunity to object or limit the scope Intrado, its Affiliates and their officers, directors, employees and
<br />of disclosure.] agents harmless from any and all third-party Claims arising out of or
<br />resulting from (a) the Customer Materials or a breach of
<br />Section 4.3; (b) a claim relating to any product or service offered by
<br />Customer or any of its customers, except to the extent such claim is
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