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Inb•ado Agreement for Services
<br />due to Intrado's negligence or willful misconduct; and/or (c) for
<br />physical injury or death or damage to real property to the extent
<br />caused by Customer's gross negligence or willful misconduct.
<br />6.3 Procedures. The party claiming indemnification will (a) notify
<br />the indemnifying party of any claim in respect of which the
<br />indemnity may apply; (b) relinquish control of the defense and any
<br />settlement of the claim to the indemnifying party; and (c) provide
<br />the indemnifying party with all assistance reasonably requested in
<br />defense of the claim. The indemnifying party will be entitled to settle
<br />any claim without the written consent of the indemnified party so
<br />long as such settlement only involves the payment of money by the
<br />indemnifying party and does not affect any rights of the indemnified
<br />party. The indemnified Party, at its own expense, may participate in
<br />the defense through its counsel. The indemnities herein will not
<br />apply to the negligence of the indemnified party.
<br />6.4 Immuni . If applicable and to the extent not prohibited by
<br />applicable law, each Party will be entitled to not less than the same
<br />benefits and protections afforded by any law, regulation or other
<br />applicable rule which extends protections to the other Party in any
<br />form, including but not limited to governmental or other immunity,
<br />indemnification, or other protection\. Neither Party will object to or
<br />interfere with the assertion of such immunity by the other Party.
<br />7 TERMINATION AND EXPIRATION. If either Party materially
<br />defaults in the performance of any material provision of any
<br />Attachment or this Agreement, and such default is not cured within
<br />(a) for any late payments, ten (10) days; or (b) for all other matters,
<br />thirty (30) days, after notice ("Default Notice") specifying in
<br />reasonable detail the nature of the default, then the non-defaulting
<br />Party may by further notice terminate for cause the Attachment or, if
<br />applicable, the Agreement and all Attachments. The cure period will
<br />extend for up to thirty (30) more days if Intrado continues to use
<br />good faith efforts to cure its default.
<br />8 INTELLECTUAL PROPERTY. Intrado WIII have and retain full
<br />and exclusive ownership of all intellectual property rights associated
<br />with any design, data, specification, know-how, software, device,
<br />technique, algorithm, method, discovery or invention, whether or
<br />not reduced to practice, relating to any (a) Service, including any
<br />Intrado work product, (b) result of a Service, (c) Confidential
<br />Information; (d) joint development, and/or (e) enhancement or
<br />improvement to or derivative of any of the foregoing (collectively,
<br />including the intellectual property rights relating thereto, "Intrado
<br />IP""). Customer receives a non-exclusive, non-transferable,
<br />terminable license to use the Intrado IP only as necessary for
<br />Customer to use the Services and subject to the terms of any
<br />applicable Attachment. Customer receives no other right, title or
<br />interest in or license to use any Intrado IP. Additionally, Customer
<br />will not disclose or allow access to Intrado IP, including without
<br />limitation, software and systems, by anyone other than Customer's
<br />employees and subcontractors who have a need to access the
<br />Intrado IP and who are bound by law or written agreement to
<br />comply with Customer's duties under this Agreement. Customer will
<br />not directly or indirectly reverse engineer, decompile, disassemble
<br />or copy any Intrado IP. Customer will return all Intrado IPat the
<br />conclusion of the applicable Service. Customer will cooperate to
<br />take such actions reasonably requested to vest ownership of
<br />Intrado IP in Intrado.
<br />9 ON-SITE SERVrcES. If Intrado personnel perform Services on
<br />Customer's premises, (a) Customer will provide all appropriate
<br />facilities, access, furnishings, equipment, software, documentation,
<br />passwords, and data; (b) Customer will maintain adequate security,
<br />safety, utilities, and environmental standards, consistent with
<br />industry standards and its regular practices; (c) while on Customer's
<br />premises, Intrado personnel will comply with Customer's standard
<br />rules and regulations consistently applied and communicated to
<br />Intrado in advance; and (d) Customer will reimburse Intrado for its
<br />reasonable out-of-pocket expenses incurred in connection with the
<br />Services, including coach class travel, business class lodging,
<br />automobile rental, and meals.
<br />10 INSURANCE.
<br />10.1 Intrado and Customer will maintain during the term of this
<br />Agreement (a) Workers' Compensation insurance as prescribed by
<br />the law of the state in which the Services are performed;
<br />(b) employer's liability insurance with limits of at least $500,000 for
<br />each occurrence; (c) comprehensive automobile liability insurance if
<br />the use of motor vehicles is required, with limits of at least
<br />$1,000,000 combined single limit for bodily injury and property
<br />damage for each occurrence; (d) Commercial General Liability
<br />("CGL") insurance, including Blanket Contractual Liability and Broad
<br />Form Property Damage, with limits of at least $1,000,000 combined
<br />single limit for bodily injury and property damage for each
<br />occurrence; (e) Professional Liability or Errors and Omissions
<br />insurance in the amount of at least $1,000,000 for each occurrence;
<br />and (f) excess or umbrella liability at a limit of no less than
<br />$5,000,000 per occurrence and aggregate in excess of the
<br />underlying coverage required above. The CGL, employer liability,
<br />excess or umbrella liability, and automobile liability policies of each
<br />Party will designate the other Party and its officers, directors and
<br />employees as an Additional Insured.
<br />10.2 On either Party's written request, the other Party will furnish
<br />certificates evidencing the foregoing insurance. Each Party will
<br />endeavor to notify the other in writing at least thirty (30) days prior
<br />to any cancellation or termination of its policy.
<br />11 MISCELLANEOUS
<br />11.1 Force Maieure. Neither party will be liable for delays and/or
<br />defaults in its performance (other than Customer's obligation to pay
<br />fees) due to causes beyond its reasonable control, including the
<br />following: acts of God; war, terrorism or the public enemy; fire or
<br />explosion; flood; stability or availability of the Internet; the elements;
<br />telecommunication system failures; technology attacks, epidemic;
<br />riots; embargoes; quarantine; viruses; changes in applicable laws,
<br />rules or regulations, strikes or lockouts; disputes with workmen or
<br />labor disturbances; total or partial failure of transportation, utilities,
<br />delivery facilities, or supplies; or acts or requests of any
<br />governmental authority.
<br />11.2 Notices. All notices required hereunder will be made in
<br />writing to the addresses below the signature line. Notices will be
<br />acceptable only if provided as follows, and will be deemed given
<br />(a) one day after deposit with an overnight courier, charges prepaid;
<br />(b) three days after mailing by first class, certified, or registered
<br />U.S. Mail, charges prepaid, return receipt requested; and (c) when
<br />delivered by hand with confirmed receipt.
<br />11.3 Chanoes And Improvements. Intrado may enhance or
<br />otherwise modify Services and specifications, including in response
<br />to changes in laws, on reasonable notice to Customer.
<br />11.4 Independent Contractors. The Parties are independent
<br />contractors, and nothing herein will be construed to any other
<br />effect.
<br />11.5 Exclusivity. Except as specified in an Attachment, neither
<br />Party is bound by any exclusivity to the other under this Agreement.
<br />11.6 No Third Party Beneficiaries. This Agreement benefits
<br />Customer and Intrado. There are no intended third party
<br />beneficiaries, including Customer's customers.
<br />11.7 Severabilitv; No Waiver. To the extent any provision of this
<br />Agreement or any Attachment is invalid or unenforceable, it will be
<br />ineffective without affecting the remaining provisions. No course of
<br />dealing or failure of a Party to enforce any provision of this
<br />Agreement, or to exercise any right, obligation, or option provided
<br />hereunder, will be deemed to amend this Agreement or constitute a
<br />waiver of the same.
<br />11.8 Interpretation. In this Agreement, "including" means
<br />"including, without limitation", and "days" refers to calendar days.
<br />This Agreement and each Attachment is the joint work product of
<br />Intrado and Customer; no inference may be drawn or rules of
<br />construction applied against either Party to interpret ambiguities. If
<br />any terms of this Agreement and an Attachment conflict, the terms
<br />of the Attachment will govern for that Attachment only. No
<br />preprinted or form terms on a purchase order will apply.
<br />11.9 Assignment. This Agreement will be binding on the
<br />successors and assigns of both Parties, provided, however, that
<br />neither Party may transfer or assign this Agreement without the
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