VERSATERM PUBLIC SAFETY US, INC. (2)

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Docusign Envelope 1D: EBOF4108-19FB-44BO-8388-21 F424553A38 (d) Notwithstanding the above, Versaterm reserves the right to retain Customer Data on audit logs and server system logs and in support tickets, support requests, and direct communications with Versaterm, saved as part of routine back-ups or as otherwise may be required by law. 11. Representations and Warranties of Versaterm. Versaterm represents and warrants as follows: (a) Versaterm has the power and the capacity to enter into, and to perform its obligations under this MSA. This MSA and each of the agreements, contracts and instruments required by this MSA to be delivered by Versaterm have been duly authorized by Versaterm. This MSA has been duly executed and delivered by Versaterm and is a valid and binding obligation of Versaterm, enforceable in accordance with its terms; (b) neither the entering into of this MSA, nor the performance by Versaterm of any of its obligations under this MSA will contravene, breach, or result in any default under any organizational documents of Versaterm or under any agreement to which Versaterm is a party or by which Versaterm is otherwise bound; and (c) Versaterm will use commercially reasonable efforts to ensure that all Software delivered to Customer is, at the time of shipment, free of any known computer software viruses. 12. Representations and Warranties of Customer. Customer represents, warrants, and covenants, as follows: (a) Customer has the corporate power and the capacity to enter into, and to perform its obligations under this MSA. This MSA and each of the agreements, contracts and instruments required by this MSA to be delivered by Customer have been duly authorized by Customer. This MSA has been duly executed and delivered by the Customer and is a valid and binding obligation of the Customer, enforceable in accordance with its terms; and (b) neither the entering into of this MSA, nor the performance by Customer of any of its obligations under this MSA will contravene, breach, or result in a default under the articles, by-laws, constating documents or other organizational documents of Customer or under an agreement to which the Customer is a party or by which Customer is otherwise bound. 13. Versaterm's Indemnity (a) Versaterm will defend, and shall indemnify and hold harmless, at its own expense any claim, proceeding or suit (for purposes of this Section 13, a "Claim") brought against Customer, its City Council, officers, officials, agents, and employees (each, a Customer Indemnitee), to the extent such Claim alleges that any Licensed Materials provided under a Service Schedule infringes a proprietary right of a third- party which is enforceable within Canada or the United States, , and will indemnify and pay all damages finally awarded against Customer by courts of competent September 2024—v404O92024 Page 11 of 24