|
6WQter,41, nfra t AP
<br />any act or condition whatsoever beyond the reasonable control of the affected party; the party so affected, upon giving
<br />prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction,
<br />or interference.
<br />8. Counterparts: This Agreement may be executed in counterparts, all of which, taken together, shall be deemed one (1)
<br />original document.
<br />9. Successor and Assigns: Neither iWater nor Licensee shall assign, sublicense, or transfer its rights nor delegate its
<br />obligations under this Agreement without the other party's prior written consent, which shall not be unreasonably
<br />withheld, and any attempt to do so without consent shall be void. This Agreement shall be binding upon the respective
<br />successors and assigns of the parties to this Agreement.
<br />10. Equitable Relief. The parties agree that any breach of this Agreement by one party may cause irreparable damage to
<br />the non -breaching party and that, in the event of such breach, in addition to any and all remedies at law, the non -
<br />breaching party shall have the right to seek an injunction, specific performance, or other equitable relief in any court of
<br />competent jurisdiction to prevent violation of these terms and without the requirement of posting a bond or undertaking
<br />or proving injury as a condition for relief.
<br />11. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of
<br />California without reference to conflict of laws principles. Either party may give the other party written notice of any
<br />dispute not resolved in the normal course of business. The parties shall thereupon attempt in good faith to resolve such
<br />a dispute promptly by negotiations between executives who have the authority to settle the dispute. If the dispute has
<br />not been resolved within sixty (60) days, after such written notice is given, either party may avail itself of any process
<br />or means legally available to it to resolve the dispute.
<br />12. Insurance: iWater shall maintain during the performance of this Agreement policies of insurance as follows:
<br />General Liability: iWater shall maintain commercial general liability (CGL) insurance written on Insurance Services
<br />Office form CG 00 01 or equivalent and shall cover claims for injuries to persons or damages to property which may
<br />arise from or in connection with the performance of the work or services hereunder by iWater, its agents, employees,
<br />representatives, or subcontractors. The limit for this insurance shall be not less than $1,000,000.00 per occurrence,
<br />and $2,000,000 in the annual aggregate.
<br />Automobile Liability: iWater shall maintain business automobile liability insurance with coverage for vehicles
<br />including those owned, hired, and non -owned. The limit amount for this insurance shall be not less than $1,000,000.00
<br />per occurrence, combined single limit for bodily injury and property damage.
<br />Workers' Compensation: iWater shall maintain Workers' Compensation insurance, as required by law in the State of
<br />California, and Employers' Liability Insurance in an amount not less than $1,000,000.00 per occurrence.
<br />Professional Liability: iWater shall maintain professional liability insurance with coverage for wrongful acts, errors,
<br />or omissions committed by iWater in the course of work performed for Licensee under this Agreement. This insurance
<br />shall include coverage for liability assumed under this Agreement when iWater's wrongful acts, errors, or omissions
<br />cause such liability. The limit for this insurance shall be not less than $1,000,000.00 per claim.
<br />Insurers shall have a current A.M. Best's rating of no less than A:6 or equivalent unless otherwise approved by Licensee
<br />in writing. In addition, all insurers must be authorized to conduct business in the State of California, as evidenced by a
<br />listing in the official publication of the Department of Insurance of the State of California.
<br />The premiums for insurance coverage shall be paid in full by iWater, exclusive of any waivers of subrogation.
<br />Upon written request, Certificates of insurance and endorsements, verifying the insurance coverage required by this
<br />Agreement, shall be provided to Licensee within five (5) calendar days.
<br />13. Pricing and Sales Tax: Licensee shall be responsible for all state or local sales tax, whether or not specified
<br />previously or elsewhere.
<br />14. Term and Termination:
<br />A. iWater has the unilateral right, but not obligation, to terminate this Agreement and the corresponding right to use
<br />Software, without further action or notice and without refund of fees for the applicable period, immediately upon
<br />any material breach by Licensee of any provision of this Agreement. In this case, Licensee shall promptly
<br />uninstall and return all Software and Related Materials to iWater, and permanently erase all from any computer
<br />and storage media, and provide proof thereof.
<br />B. Licensee agrees to pay iWater in full for all Software and services for the applicable period provided prior to
<br />termination of Agreement.
<br />Page 2 of 6 infraMAP® Sofgyp gnsgnd Support Agreement 1.27.2020
<br />
|