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11. Hold Harmless: PARTICIPANT will defend, indemnify and save harmless COUNTY,
<br /> its elected officials, officers, agents, employees, volunteers and those special districts and
<br /> agencies which COLNTY's Board of Supervisors acts as the governing Board
<br /> ("COUNTY INDEMNITEES") from and against any and all claims, demands, losses,
<br /> damages, expenses or liabilities of any kind or nature which COUNTY, its officers,
<br /> agents, employees or volunteers may sustain or incur or which may bo imposed upon
<br /> them for injury to or death of persons, or damages to property as a result of,or arising out
<br /> of the acts, errors or omissions of PARTICIPANT, its officers, agents, employees,
<br /> subtenants, invitees, licensees, or contracted vendors. COUNTY will defend, indemnify
<br /> and save harmless PARTICIPANT, its officers, agents, employees and volunteers from
<br /> and against any and all claims, demands, losses, damages, expenses or liabilities of any
<br /> kind or mature which PARTICIPANT, its officers, agents, employees ar volunteers may
<br /> sustain or incur or which may be imposed upon them for injury to or death of persons, or
<br /> damages to property as a result of, or arising out: of the acts, errors or omissions of
<br /> COUNTY, its officers, agents, employees, subtenants, invitees, licenseos, or contracted
<br /> vendors.
<br /> 111. Term: This MOU shall be in effect frorn December 30, 2024, and shall expire on
<br /> December 30, 2029 unless COUNTY funding of the System becomes unavailable at
<br /> which time PARTICIPANTS will be given six-month advance notice per the termination
<br /> terms found in Paragraph V111, Termination, below.
<br /> IV. Scope of Serviers, PAR ICIPAN'l'S shall receive from COUNTY access to the same
<br /> services being provided by I verbridgo, Inc, to the COUNTY under the Agreement.
<br /> COUNTY's involvement in this MOU is limited only to extending the availability of the
<br /> terms and conditions oftlie Agreement to the PARTICIPANTS,
<br /> V. Use: Use of'the System and its data, including but not limited to coritact information, is
<br /> governed by the terms, conditions and restrictions set forth in the terms provided in
<br /> Attachment A, B, and C. All PARTICIPANTS agree to the terms and conditions
<br /> contained in Attachments A, 14, and C. COUNTY retains the right to update Attachments
<br /> A, B, and C as needed, in whole or in part, during the life of this MOU. Any and all
<br /> revised Attachments will be distributed to PARTICIPANTS within five business days of
<br /> the revision date and shall be incorporated into this MOU. Such modifications to the
<br /> Attachments shall not be deemed an amendinent for the purposes of Paragraph IX.
<br /> Amendments, below,
<br /> PARTICIPANT, including each of its agents, officers, employees, and representatives
<br /> who are given access to the System, agrees to abide by the individual terms of each
<br /> agreement and the additional conditions incorporated herein. Breach of use may result in
<br /> individual user or PARTICIPANT access account termination.
<br /> PARTICIPANT agrees to require each Individual User to execute an Individual User
<br /> Agreement (Attachment C) regarding their obligations to maintain the confidentiality of
<br /> login and password information; ensure that they will use the System in accordant; with
<br /> AiertOC MOU 2024
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