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<br />MISCELLANEOUS:
<br />Any dispute concerning the validity, interpretation, or performance of this Agreement and any of its terms or provisions, or of any rights or
<br />obligations of the Parties hereto, shall be governed and resolved in accordance with the laws of the state of Connecticut and any such dispute
<br />shall be resolved exclusively in the state or federal courts located within the State of Connecticut. SANTA ANA consents to the exclusive
<br />jurisdiction of the courts in the State of Connecticut and agrees that service of process may be made upon SANTA ANA by first class mail,
<br />return receipt requested.
<br />This Agreement has been fully and freely negotiated by the Parties hereto, shall be considered as having been drafted jointly by the parties,
<br />and shall be construed as if so drafted, without construction of either party. This Agreement contains the entire representations and
<br />understandings of the Parties and supersedes and cancels any and all other Agreements, contracts, representations and understandings
<br />between them referring to the subject matter herein. Captions of the various sections contained in this Agreement are intended solely for
<br />the convenience of the Parties and not for any other purpose and are not intended to explain or be used in the construction of any provision
<br />of this Agreement.
<br />Career Edge, LLC shall defend, indemnify and hold Client, its affiliates, and their respective directors, officers, shareholders, employees,
<br />contractors and agents harmless from and against any liabilities, losses, claims, suits, damages, costs and expenses (including without
<br />[imitation, reasonable attorneys' fees and expenses) arising out of or otherwise relating to Career Edge, LLC's performance of or failure to
<br />perform any duty required of Career Edge, LLC under this Agreement, except to the extent the same arises out of the negligence or willful
<br />misconduct of SANTA ANA.
<br />Career Edge, LLC shall procure and maintain for the duration of the contract insurance against claims for injuries to person or damages to property
<br />which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
<br />Career Edge shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited
<br />to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data.
<br />Cyber Liability Insurance, with limits not less than 12,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be
<br />sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be
<br />limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark,
<br />trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private
<br />information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach
<br />response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to
<br />these obligations.
<br />If the Vendor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be
<br />entitled to the broader coverage and/or the higher fruits maintained by the contractor. Any available insurance proceeds in excess of
<br />the specified minimum limits of insurance and coverage shall be available to the Entity.
<br />In no event shall either party be liable to the other for any consequential or incidental damages. In no event shall either party be liable to
<br />the other for any consequential or incidental damages. In no event shall EDGE's habihty to SANTA ANA for any liabilities, losses, claims,
<br />suits, damages, costs and expenses arising from or relating to this Agreement exceed $10,000.
<br />This Agreement may not be assigned or delegated by either Party without the express written consent of the non -assigning Party. All of the
<br />provisions of this Agreement are intended to be distinct aid severable. Any waiver by any Party of any breach or default of any provision of
<br />this Agreement shall not constitute a waiver of such provision or any subsequent breach or default thereof. The undersigned represents that
<br />they are authorized to execute this Agreement on behalf of the designated Party.
<br />Career EDGE, LLC
<br />250 State Street C-2 North Haven, CT 06473 P: 203-407-8800 info@carcerteam.com
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