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Documentation, or (3) misused or abused. Northwoods does not warrant that the functions contained in
<br />Northwoods' software will meet Licensee's requirements beyond the expectations contained in the Agreement
<br />Documents, or that the operation of Northwoods' software will be uninterrupted or error free. Due to the inherent
<br />complexity of computer software, Licensee is advised to verify Licensee's work.
<br />For purposes of this warranty, the term "Maintenance Commencement Date" as to any software means the first date
<br />that: (1} a copy of the software has been delivered to Licensee; and (2) license codes or a software certificate
<br />necessary for Licensee to activate the software for use have been delivered to Licensee.
<br />{c) Licensee's sole and exclusive remedy for a breach of the express limited warranties under paragraph (a} or (b) shall
<br />be as follows. Provided that, within the applicable 60-day period, Licensee notifies Northwoods in writing of the
<br />non-conformity, Northwoods will either: (1) repair or replace the non-conforming media or software, which in the
<br />case of the software may include the delivery of a commercially reasonable workaround for the non-conformity; or
<br />(2) if Northwoods determines that repair or replacement of the non-conforming media or software is not
<br />commercially practicable, then terminate the Agreement with respect to the software associated with the non-
<br />conforming media or with respect to the non-conforming software, in which event, Northwoods will refund any
<br />portion of the software license fees paid prior to the time of such termination with respect to such software.
<br />(d) NORTHWOODS DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT
<br />NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
<br />PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A
<br />COURSE OF DEALING OR USAGE OF TRADE. LICENSEE SPECIFICALLY ASSUMES RESPONSIBILITY
<br />FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE ITS BUSINESS OBJECTIVES.
<br />(e) No oral or written information given by Northwoods, its agents, or employees shall create any additional warranty.
<br />The Software Maintenance Plan as outlined in the Agreement Documents will survive the expiration of the Limited
<br />Warranty contained in this Agreement. No modification or addition to this warranty is authorized unless it is set
<br />forth in writing and signed on behalf of Northwoods by a corporate officer.
<br />14. INDEMNITY
<br />(a) To the extent a court of competent jurisdiction enters a judgment of misfeasance, malfeasance, or nonfeasance
<br />against the Northwoods, Northwoods agrees to indemnify and hold the Licensee, Cabarrus County and their
<br />respective board members, officers, employees, volunteers, agents, servants and representatives free and harmless
<br />from any and all actions, claims, suits, demands, judgments, damages, losses and expenses, regardless of type or
<br />nature, actual or threatened, including but not limited to paying any and all attorney's fees, costs, and expenses,
<br />arising from any accident, injury, including death, damages, or occurrence, intentional or unintentional, related in
<br />any manner to the Northwoods' performance of this Agreement.
<br />(b) The Northwoods shall assume full responsibility for and shall indemnify the Licensee, and Cabarrus County for any
<br />damage to or loss of any Licensee and/or Cabarrus County property, including but not limited to buildings,
<br />structures, fixtures, furnishings, equipment, vehicles, supplies, accessories and/or parts resulting in whole or part
<br />from any acts or omissions, intentional or unintentional, of the Northwoods or any officer, employee, agent or
<br />representative of the Northwoods.
<br />{c) The indemnity and other requirements of this section are contingent upon the Northwoods being provided specific
<br />and adequate notice from Licensee of any legal proceeding referring to or involving actions of Northwoods, and are
<br />also contingent upon Northwoods having an adequate opportunity to participate in the defense of any such legal
<br />action.
<br />I5. [f by reason of force maje:tre either party is unable in whole or in part to act in accordance with this Agreement, the
<br />party shall not be deemed in default during the continuance of such inability. The term `force majertre" as used herein
<br />shall include without limitation: acts of God; strikes or lockout; acts of public enemies; insurrections; riots; epidemics;
<br />lightening; earthquakes; fire; storms; flood; washouts; droughts; arrests; restraint of government and people; civil
<br />disturbances; and explosions. Each party, however, shall remedy with all reasonable dispatch any such cause to the
<br />extent within its reasonable control which prevents the party from carrying out its obligations contained herein.
<br />® 2008 Northwoods Consulting Partners, Inc. 3 of 4 Au rst IS. 0
<br />A/l Rights Reserved CO 1
<br />Attachment number 1
<br />Page 118 of 199
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