|
<br />"
<br />
<br />tlleo "'. Si.pI",G,;...11
<br />s.a.my
<br />
<br />13. Indemnity. Customer agrees 10 indemnify, hold
<br />harmless and defend Company against any and all
<br />losses, damages, costs, including expert fees and
<br />costs, and expenses including reasonable defense
<br />costs, arising from any and alllhird party claims for
<br />personal injury, death, properly damage or
<br />economic loss, including specifically any damages
<br />resulting from the exposure of workers to
<br />Hazardous Conditions whether or not Customer
<br />pre-notifies Company of the existence of said
<br />hazardous conditions, arising in any way from any
<br />act or omission of Customer or Company relating
<br />in any way to this Agreement, including but nol
<br />limited to the Services under this Agreement.
<br />whether such claims are based upon contract,
<br />warranty, tort (including but not limited to active or
<br />passive negligence), strict liability or otherwise.
<br />Company reserves the right to select counsel to
<br />represent it in any such action.
<br />14. Insurance. Customer shall name Company, its
<br />officers, employees. agents. subcontractors,
<br />suppliers, and representatives as additional
<br />insureds on Customer's general liability and auto
<br />liability policies.
<br />15. Exclusions/Force Majeure, This Agreement
<br />expressly excludes, without limitation, reloading
<br />of, upgrading, and maintaining computer
<br />software, making repairs or replacements
<br />necessitated by reason of negligence or misuse
<br />of components or equipment, vandalism,
<br />
<br />4325300968
<br />
<br />SERVICE AGREEMENT
<br />
<br />(continued)
<br />
<br />corrosion (including but not limited to
<br />micra-bacterially induced corrosion ("MIC")),
<br />power failure, current fluctuation, failure due to
<br />non-Company Installation, parts, service,
<br />attachments, or devices, lightning, electrical
<br />storm, or other severe weather, water, accident,
<br />fire, acts of God or any other cause external to
<br />the Covered System(s). This Agreement does
<br />not cover and specifically excludes system
<br />upgrades and the replacement of obsolete
<br />systems, equipment, components or parts. If
<br />Emergency Services are expressly included in
<br />the scope of work section, the Agreement price
<br />does not include travel expenses. Company
<br />shall not be responsible for delays or failure to
<br />render services due to causes beyond its
<br />control, including but not limited to material
<br />shortages, work stoppages, fires, civil
<br />disobedience or unrest, severe weather, fire or
<br />any other cause beyond the control of
<br />Company.
<br />16. One-Year limitation On Actions: Choice Of
<br />Law. It is agreed that no suit, or cause of action or
<br />other proceeding shall be brought against either
<br />party more than one (1) year after the accrual of the
<br />cause of action or one (1) year after the claim
<br />arises, whichever is shorter, whether known or
<br />unknown when the claim arises or whether based
<br />on tort, contract, or any other legal theory. The laws
<br />of Massachusetts shall govern the validity,
<br />enforceability, and interpretation of this Agreement.
<br />
<br />17. Assignment. Customer may not assign this
<br />Agreement without Company's prior written
<br />consent. Company may assign this Agreement
<br />without obtaining Customer's consent.
<br />18, Entire Agreement. The parties intend this
<br />Agreement, together with any attachments or
<br />Riders (collectively the -Agreement) to be the final,
<br />complete and exclusive expression of their
<br />Agreement and the terms and conditions thereof.
<br />This Agreement supersedes all prior
<br />representations. understandings or agreements
<br />between the parties, written or oral, and shall
<br />constitute the sole terms and conditions of sale for
<br />alt equipment and services. No waiver, change, or
<br />modification of any terms or conditions of this
<br />Agreement shall be binding on Company unless
<br />made in writing and signed by an Authorized
<br />Representative of Company.
<br />19. Severability.!f any provision of this Agreement
<br />is held by any court or other competent authority to
<br />be void or unenforceable in whole or in pari, this
<br />Agreement will continue to be valid as to the other
<br />provisions and the remainder of the affected
<br />provision.
<br />20. Legal Fees. Company shaft be entitled to
<br />recover from the Customer all reasonable legal fees
<br />incurred in connection with Company enforcing the
<br />terms and conditions of this Agreement.
<br />
<br />8
<br />
|