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<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 />S. 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 !Water nor Licensee shall assign, sublicense, or transfer its rights nor delegate its
<br />obligations under this Agreement without the other party'sprior written consent, which. shall .not be unreasonably
<br />withheld, and any attempt to doso:without consent shall bo void. This Agreement shallbe 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 irreparabledamage to.
<br />the non -breaching party and that, in the event of such breach, in addition to any and all remedies of law, the non.
<br />breaching,party shall have the right to seek an injunction, specific performance, or other equitable relief lu any court of
<br />competent jurisdictiohto prevent violation of these terms and without the requirement of posting bond or undertaking
<br />of proving injury as condition forrelief..
<br />I1.. Governing Law: This Agreement shall be governed by and construedin 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 />notbeen 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: ofinsurance -asfollows:
<br />:
<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 bylWater, its agents, employees,
<br />representatives, or subcontractors: The lbuit 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 amountfor thisinamance shall be not less than S1,000,000,00
<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 $1,000,000,001 per occurrence.
<br />Professional Liability: iWater shall maintain professional liability insurance with coverage for wrongful arts, errors,
<br />or omissions committed by iWater in the course of work performed for Licensee under this Agreement. This insivance
<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 benot less than $1,000,000.00 per claim.
<br />Insurersshall have a current A.M.:Beat's rating of no Jess than A:6 or equivalent unless otherwise appi oved by:Licensec
<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 oifieial publication of the Department of Insurance ofthe State of California.
<br />Thepremiums 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 Terminations.
<br />A.!Water has the unilateral right, but notobligation, 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 />pninstaft and return all Software and Related Materials to iWater, and permanently erase 411 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 />Paget of 6 infrahlAP6 Software License and Suppor7 Agreement L27.2020
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