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KAIZEN LABORATORIES INC.
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KAIZEN LABORATORIES INC.
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Last modified
3/25/2025 11:08:24 AM
Creation date
3/25/2025 10:53:06 AM
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Contracts
Company Name
KAIZEN LABORATORIES INC.
Contract #
N-2025-059
Agency
Parks, Recreation, & Community Services
Expiration Date
3/25/2028
Insurance Exp Date
5/24/2025
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non -breaching party. Termination in <br />accordance with this Section 6.2 will take <br />effect when the breaching party receives <br />written notice of termination from the <br />non -breaching party, which notice must not <br />be delivered until the breaching party has <br />failed to cure its material breach during the <br />30-day cure period. If Customer fails to timely <br />pay any undisputed fees, Company may, <br />without limitation to any of its other rights or <br />remedies, suspend performance of the <br />Services until it receives all amounts due. <br />6.3. Post -Termination Obligations. If this <br />Agreement is terminated for any reason, <br />(a) Customer will pay to Company any fees or <br />other amounts that have accrued prior to the <br />effective date of the termination, (b) any and <br />all liabilities accrued prior to the effective <br />date of the termination will survive, and <br />(c) Customer will provide Company with a <br />written certification signed by an authorized <br />Customer representative certifying that all <br />use of the Services and related <br />Documentation by Customer and its Users has <br />been discontinued. All definitions and the <br />following provisions shall survive termination <br />or expiration of this Agreement: Sections 1, <br />2.6, 5, 6.3, 7, 8, 9,10, and 12. <br />7. WARRANTY AND DISCLAIMER <br />7.1. Warranties. Each party represents and <br />warrants to the other that: (a) this Agreement <br />has been duly executed and delivered and <br />constitutes a valid and binding agreement <br />enforceable against such party in accordance <br />with its terms; and (b) no authorization or <br />approval from any third party is required in <br />connection with such party's execution, <br />delivery, or performance of this Agreement. <br />Company represents and warrants that the <br />Services will perform materially in <br />accordance with its Documentation, and will <br />be provided in a workmanlike manner <br />consistent with applicable laws. Customer <br />represents and warrants to Company that: (a) <br />it and its Authorized Users will comply with <br />all applicable laws in connection with its <br />obligations under this Agreement and their <br />use of the Services; and (b) it has provided all <br />notices to and obtained all necessary and <br />sufficient rights, permissions, capacity, <br />consents, and authority to fully comply with <br />its obligations under this Agreement without <br />violating applicable laws, infringing, <br />misappropriating, or otherwise diluting any <br />third -party rights (including intellectual <br />property, publicity, privacy, or other <br />proprietary rights), or breaching any terms or <br />conditions in any agreement or privacy <br />policies with a third party. <br />7.2. Disclaimer. EXCEPT FOR THE EXPRESS <br />REPRESENTATIONS AND WARRANTIES <br />STATED IN THIS SECTION 7, COMPANY <br />MAKES NO ADDITIONAL REPRESENTATION <br />OR WARRANTY OF ANY KIND WHETHER <br />EXPRESS, IMPLIED (EITHER IN FACT OR BY <br />OPERATION OF LAW), OR STATUTORY, AS TO <br />ANY MATTER WHATSOEVER. COMPANY <br />EXPRESSLY DISCLAIMS ALL IMPLIED <br />WARRANTIES OF MERCHANTABILITY, <br />FITNESS FOR A PARTICULAR PURPOSE, <br />QUALITY, ACCURACY, TITLE, AND <br />NON -INFRINGEMENT. COMPANY DOES NOT <br />WARRANT AGAINST INTERFERENCE WITH <br />THE ENJOYMENT OF THE SERVICES. <br />COMPANY DOES NOT WARRANT THAT THE <br />SERVICES ARE ERROR -FREE OR THAT <br />OPERATION OF THE SERVICES WILL BE <br />SECURE OR UNINTERRUPTED. COMPANY <br />DOES NOT WARRANT THAT ANY <br />INFORMATION PROVIDED THROUGH the <br />SERVICES IS ACCURATE OR COMPLETE OR <br />THAT ANY INFORMATION PROVIDED <br />THROUGH THE SERVICES WILL ALWAYS BE <br />AVAILABLE. COMPANY EXERCISES NO <br />CONTROL OVER AND EXPRESSLY DISCLAIMS <br />ANY LIABILITY ARISING OUT OF OR BASED <br />UPON THE RESULTS OF CUSTOMER'S USE OF <br />THE SERVICES. <br />8. INTELLECTUAL PROPERTY INFRINGEMENT <br />8.1. Defense of Infringement Claims. Company <br />will, at its expense, defend, hold harmless and <br />indemnify Customer from or settle any claim, <br />with Customer's express written permission <br />to settle, proceeding, or suit brought by a <br />third party ("Claim") against Customer <br />alleging that Customer's use of the Services <br />
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