Item 17 - Agreement for iManage Data Management Systems

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Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 2 of 10 SECTION SHALL NOT APPLY TO BODILY HARM OR DAMAGES CAUSED BY THE WILLFUL MISCONDUCT OR NEGLIGENCE OF BTSS, ITS EMPLOYEES, ITS OFFICIALS AND/OR AGENTS. BTSS provides a warranty of good workmanship with regard to all service provided under this policy. This warranty shall be the only warranty made by BTSS in lieu of all other warranties, express or implied. 7. INDEMNIFICATION: City will defend, hold harmless, and indemnify , any third party claim or suit brought against BTSS or its employees, agents, officers, or directors, (“Indemnified Parties”) caused by the actions or omissions of City arising out of or related to: (i) the use or transmission of City Data; (ii) the loss, theft or misuse of passwords and/or login information used to access any administrative login or user accounts; (iii) violation of Regulatory Requirements applicable to City’s business operations; or (iv) claims based on software licensing violations, copyright infringement, trademark and patent infringement. City will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement by City attributable to such claim. BTSS will defend, hold harmless and indemnify , any third party claim or suit brought against City or its employees, agents, officers, directors, shareholders or contractors (“Indemnified Parties”) caused by the actions or omissions of BTSS arising out of or related to: (i) the use or transmission of BTSS Data; (ii) the loss, theft or misuse of passwords and/or login information used to access any administrative login or user accounts; (iii) violation of Regulatory Requirements applicable to BTSS’ business operations; or (iv) claims based on software licensing violations, copyright infringement, trademark and patent infringement. BTSS will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement by BTSS attributable to such claim. 8. SUBCONTRACT: BTSS shall have the right to subcontract any or all of its responsibilities hereunder to one or more subcontractors, but this shall not relieve BTSS of its responsibilities under this agreement. 9. CANCELLATION: If City cancels this agreement without allowing a reasonable time for delivery, the BTSS may: (1) Retain City’s deposit; and, (2) Use any other remedy available to BTSS under Ohio law to mediate damages. 10. RETURNS: All software sales are final. There is a minimum 15% restocking charge for all other returned items. Product will not be accepted in return without first obtaining consent from the BTSS in writing. All returns must be complete and in original package, complete with all packing materials.