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Professional Services/Task Order Quotation
<br />Santa Ana CLETS Parsing
<br />performance of contracted services or a credit of all or a portion of the price paid for the services and Products.
<br />Client recognizes that the provisions of this Section are a material factor in CommSys' agreement to provide the
<br />services and Products at the price specified, and Client agrees that any accommodation to Client by CommSys,
<br />whether for sales policy reasons or otherwise, shall not be taken to establish any liability of CommSys or any
<br />contract terms inconsistent with this Agreement.
<br />8. Indemnification: Each party shall indemnify and hold the other party harmless from loss, damage, liability or expense
<br />resulting from damage to property of a third party, or Injuries, including death, to third parties to the extent caused by
<br />a negligent act or omission of the party providing indemnification or a party's subcontractors, agents or employees
<br />during performance of services hereunder. Such indemnification shall be reduced to the extent attributable to others.
<br />The indemnifying party shall defend the other party In accordance with and to the extent of the above
<br />indemnification, provided that the indemnifying party is: i) promptly notified by the other party, in writing, of any
<br />claims, demands or suits for such damages or Injuries; if) given all reasonable information and assistance by the
<br />other party; iii) given full control over any resulting negotiation, arbitration or litigation, or the indemnifying party's
<br />obligations herein shall be deemed waived. The Indemnification obligations under this section shall survive the
<br />termination or expiration of an order or contract between the parties for a period of five (5) years.
<br />9. Insurance: Both parties will have at least one million dollars of commercial liability insurance coverage and will
<br />provide a certificate of insurance to the other party at their request.
<br />10. Cancellation/Termination: Client may cancel orders only upon reasonable advance written notice to CommSys and
<br />upon payment to CommSys of CommSys' cancellation charges, which include all costs and expenses incurred by
<br />CommSys in the course of performance under an order or agreement and amounts adequate to cover any
<br />commitments made by CommSys
<br />11. Client Responsibilities: Client shall provide CommSys ready access to the site where services are to be performed.
<br />Client shall not require CommSys or its employees, as a condition to site access or otherwise, . to further agree or
<br />enter into any agreement, which waives, releases, indemnifies or otherwise limits or expands any rights or
<br />obligations whatsoever. Any such agreements shall be null and void. Client shall appoint a representative familiar
<br />with the customer site and the nature of the services to be performed'. by .CommSys to be present at all times that
<br />CommSys personnel are at the site
<br />12. Delay in Performance of Services: CommSys shall not be liable or responsible for cost, expense, or damage due to a
<br />delay in performance of services or other obligations when such delay is due to causes beyond CommSys'
<br />reasonable control, including, but not limited to, natural disasters, acts of government, power failure, acts of God,
<br />labor disputes, ads of war, or material or transportation shortages.
<br />13. Confidentiality: Client agrees that any information concerning CommSys' business activities, products, research and
<br />technical knowledge disclosed by CommSys: shall not be duplicated or disclosed to any other party, unless such
<br />duplication or disclosure is authorized by CommSys in writing. Client shall protect the confidentiality of such
<br />information in the same manner as it protects its own confidential information, and shall restrict access to those of its
<br />personnel on need to know basis. CommSys agrees to reciprocally protect Client's information.
<br />14. Default: If Client defaults in performing any of its obligations to CommSys under this Agreement, or any other
<br />agreements, or if Client shall be insolvent or cease doing business or be the subject of any proceedings under any
<br />bankruptcy, insolvency, reorganization or arrangement statute or law, such acts, at the option of CommSys, shall be
<br />deemed a default under this Agreement. CommSys may, at its option and without incurring any liability thereby,
<br />elect to cancel this Agreement and /or any or all other agreements with Client, and pursue all available legal and
<br />equitable remedies, including, but not limited to the right to accelerate any unpaid balance under this Agreement or
<br />any other agreement with Client, and any right to repossess any Products provided.
<br />15. Governinc Law Jurisdiction This Agreement shall be construed and governed by the laws of the state of Ohio,
<br />including Article 2 of the Uniform Commercial Code as codified in Ohio Revised Code Chapter 1302, regardless of
<br />the laws that might be applicable under principles of conflicts of law. Any action in regard to this Agreement or
<br />arising out of its terms and conditions shall be instituted and litigated in any federal or state court located in
<br />Montgomery County, Ohio, and in no other. The parties hereby irrevocably consent to the jurisdiction of the courts in
<br />Montgomery County, Ohio.
<br />16. Miscellaneous: These terms and conditions set forth the entire understanding and agreement of the parties in
<br />respect of the subject matter hereof. No provision in this Agreement shall be waived, changed, terminated, or
<br />rescinded, except by a writing signed by the party to be charged by any such waiver, change, termination or
<br />rescission. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any similar or
<br />dissimilar provision of any prior or subsequent breach or shall constitute an amendment or modification of this
<br />Agreement. If any provision of this Agreement shall be held to be unenforceable or inapplicable, such holding shall
<br />not aff ect the enforceability of any other provision of this Agreement. Client may not assign this Agreement without
<br />the prior written consent of CommSys. Any purported assignment is void. The provisions of this Agreement
<br />otherwise shall bind and inure to the benefit of the parties hereto and their respective heirs, executors,
<br />administrators, successors and assigns.
<br />This document contains Information proprietary to CommSys, Incorporated.
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