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a• Cherry
<br />Bekaert
<br />Proposal for City of Santa Ana
<br />`� Cherry Bekaert
<br />Your Guide Forward
<br />or other laws and regulations applicable to the performance by it of its obligations under this Agreement,
<br />and it has or will obtaln all applicable permits and licenses required of it in connection with its obligations
<br />under this Agreement.
<br />8. Limited Service Warranty; Disclaimer.
<br />8.1. Cherry Bekaert warrants that the Services will be performed in a professional manner
<br />and in accordance with, in all material respects, any specifications set forth in the applicable SOW. Cherry
<br />Bekaert's entire liability, and Customer's sole and exclusive remedy, for breach of the warranty in this
<br />Section 8.1 is Cherry Bekaert using reasonable efforts to correct such breach. Notwithstanding the
<br />foregoing, the above warranty does not apply to the extent the breach of warranty was caused by or
<br />arises from (a) any modification or repair to the Services unless provided by Cherry Bekaert, (b) any
<br />unauthorized or improper use of the Services, or (c) any third -party product, software, application or
<br />service (including in combination with the Services).
<br />8.2. Cherry Bekaert warrants that, to Cherry Bekaert's knowledge, the Services contemplated
<br />herein (exclusive of the Customer Data, Technology Partner Service and Technology Partner IF) do not
<br />infringe upon any United States copyright, registered or issued patent, trade secret, or other proprietary
<br />right, or misappropriate any trade secret, of any third -party; provided, however, that Cherry Bekaert
<br />assumes no liability for infringement or misappropriation claims (and the provisions of the warranty set
<br />forth In this Section 8.2 shall not have been breached) to the extent such claims are caused by
<br />modifications, alterations or additions to the Services that are performed by any person or entity other
<br />than Cherry Bekaert.
<br />8.3. EXCEPT FOR THE EXPRESS WARRANTIES OF CHERRY BEKAERT IN THIS
<br />AGREEMENT, CHERRY BEKAERT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
<br />IMPLIED, STATUTORY, OR OTHERWISE, UNDER OR IN RELATION TO THIS AGREEMENT,
<br />INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
<br />A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ANY IMPLIED WARRANTIES
<br />ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE.
<br />9. Customer's Obligations. Customer shall: (a) cooperate in good faith with Cherry Bekaert in its
<br />performance of the Services, including providing Cherry Bekaert with reasonable access to facilities and
<br />timely access to Customer's materials, information, systems and personnel as Cherry Bekaert may
<br />reasonably request for the purposes of performing the Services; (b) respond promptly to any Cherry
<br />Bekaert request to provide direction, information, approvals, authorizations, or decisions that are
<br />reasonably necessary for Cherry Bekaert to perform the Services in accordance with this Agreement; (c)
<br />designate an authorized representative on each SOW to oversee the performance of the Services
<br />contemplated in this Agreement, receive communications regarding the Services, make any management
<br />decisions, perform any management functions related to the Services, evaluate the adequacy of the
<br />Services, and accept overall responsibility for the results of the Services; and (d) provide any required
<br />notices and materially comply with all applicable laws in relation to the Services, to the extent relating to
<br />Customer's business, premises, staff or equipment or any Customer Data.
<br />10. Non -Solicitation of Employees. During the term of this Agreement and for a period of twelve
<br />(12) months after the termination or expiration of this Agreement, Customer agrees not to, directly or
<br />indirectly, solicit, recruit or hire, attempt to solicit, recruit or hire, or assist any third -party to solicit, recruit
<br />or hire (for employment or engagement as a consultant or otherwise), any employee of Cherry Bekaert
<br />who was involved in matters relating to the Services, without the prior written consent of Cherry Bekaert.
<br />Notwithstanding the foregoing, this Agreement shall not be construed to prohibit Customer from (a)
<br />placing general advertisements or a notice of a job listing or opening in any media, so long as not directed
<br />at the employees of Cherry Bekaert, (b) hiring employees or former employees of Cherry Bekaert who
<br />contact Customer of their own accord, or (c) recruiting or hiring employees or former employees of Cherry
<br />3800 Glenwood Avenue, Suite 200, Raleigh, NC 27612 1 P 919.782.1040 1 cbh.com
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