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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.noticeto the other pany,:shall be excused. from such performance to the extent of such prevention, restriction,
<br />or Interference.
<br />B. Counterparts. This Agrecment.may be.executed in. counterparts, all of which, taken together, shall be deemed one (1)
<br />original document,
<br />9. Successor And Assigns: Ni ther iWater nor Licensee shall asslgn; 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.ofthe parties to this Agreement.
<br />1.0:. 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 addiction to any and all remedies at: Nw., .the non-
<br />breaching party shall have the right ta.seek an injunction, specific performance, or other equitable relief in any court of
<br />competent juds. diction to prevent violation of.thm terms and without the requirement of posting a bond or undertaking
<br />or proving iri jury as a condition .for relief.
<br />11. Governing Law- This Agreement shall be governed by and construed In .accordance with the laves of the State of
<br />California without reference to conflict of laws. ptincipies. 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, alter such written notice is givenz phlier party may avail itself ofany:process
<br />or means lsgaIly available to, it to resolve the dispute.
<br />12. Insurance,, . Water'shall maintain during the; performance of this Agreement policies:of insuranceas Mims:
<br />General Liability:: i'Water shall maintain: commercial general liability (COIL) insurance written on Insurance Services
<br />Office form CG 00 01 or equivalent and shalt cover claims for .injuries to. persons or damages to property which. may
<br />aris,,.from� or.€n connection with the performance of the work or services horcUnder by iW ater; its agents, employees,
<br />representatives, or subcontractors. Tbe.l€n it 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: Mater shall maintain business .automobile liability insurance with coverage for vehicles
<br />includhig-those .owned,;hired, and:non-awned. Thelitnit amour►t for this insurance shalt be.not less that) $1,000,000.00
<br />per occurrence, tom€ ined single lirttit for bodily injury and property darnage..
<br />`Workers' Compepsatton; iWater .shall niointain Workers` Compensation insurance, as required' by law In. the .State of
<br />California, and Employc& Liability. Insurance: in an amount not less that! $1,060,.D00A. per occurrence.
<br />Prot°esstonal:Uabill ty: €Water':sttall maintain professional liability insurance with coverage for wrongful acts, errors,
<br />or omissions committed by Materin the course ofwork performed for Licensee under this Agreement. This insurance
<br />shall include coverage for liability assumed under this Agreement when €Watces wrongful acts, errors, or omissions
<br />cause such liability, The limit for this.insurance shall beltotless than $1,000,000.00. per claim.
<br />Insurers shalt have.a current.AN, BeW8 rating of:no.lcss than A:6 or equivalent unless otherwise approved by Liuensee
<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 th ;.Pepartinent of Insurance. of the State of Callforttia.
<br />The premiums for insurance coverage shall bc..paid in full by iWater; exclusive of any waivers of subrogation.
<br />Upon written request; Certificates of insurance and endorsements, .verify.ing the insurance coverage required by this
<br />Agreement, shall, be provided to Licensee within five:(S) calendar days.
<br />13. Pricing and Sales .Tax: Licensee shall be responsible for all state or local sales tax, whether or not spool- led
<br />prev'tously'o.r elsewhere.
<br />M. Term and Tertnination.
<br />A. -iWater has the unilateral right;, but:notobl'tgation, toterminate this Agreement and the corresponding: right to use
<br />Software, without further action:or notice :and without refund of Pees for the applicable period, immediately upon
<br />ally material breach by Licensee of any provision of t1Us Agreement. in .this can, .Licensee shall. promptly
<br />uninstall and. return all Software and Rclated Materials to !Water, and permanently erase till from any computer
<br />and storage :media, and provide. proof thereof.
<br />E. Licensee :agrees to pay'Nater In frill for all .Software and services for the applicable period.provided prior :to
<br />termicintion of Agreement.
<br />Paget of 6 info°abMP@:S'afiu>areLkense.and;SupgrrnAgreewent L27.2020
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