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injuries, including death, to the extent caused by the negligence. or willful misconduct of their respective agents,
employees, or representatives. Indemnitee shall promptly ‘notify indernitor in writing of any such claim and shall
give indemnitor the right to defend and settle any such claim using counsel of Indemnitor's choice. In no event
shall an indernnitot hereunder be liable for any amounts payable in-settlement of any such claim. without such
indemnitor’s prior written consent. This Hold Harmless shall include all costs and expenses, including reasonable
attorneys’ fees.
Client shall hold JDC harmless and indemnify 1OC against any and all data losses or corruption, which may occur
during the operation of the soflware whether direct, indirect or consequential. it shall be the Client responsibility to
ensure adequale backups of data and o programs are Made as a safeguard. IDC shall provide assistance to Client
in the event of data loss or corruption ,
IDC agrees to defend, indemnify and hold harmless the Client from any and all debts, claims, causes of action,
demands and liability arising out of, o¢curring during the term of this agreement, and occasioned directly by the
IDC error of omission, negligence or fault, including any claim that is based on the assertion that the "Buyers" use
of the software products under this Agreement constitutes an infringement of any United States patent, copyright,
trade secret, trademark, or other property rights. In the event that the software products are ultimately held to. be
infringing by a court of competent jurisdiction, or at any time its use by the Client is enjoined, the JOC shail, at its
election: 1.) procure for the Client the right to continue to use the software products: or 2.) modify or replace ine
software products so that they become non-infringing or create some form of Immunity for the Client,
IDG-will at its own expense maintain and keep in force all insurance réquired by law for its ernployees, including
any-employees of subcontractor employed by the IDC, including disability, workers compensation meeting all
requirements of the state in which software is installed, unemployment and publi¢ liability insurance at least as
hereinafter set forth so as to protect it and the Client from claims for personal injury and property damage for the
entire pendency of the project.
& AT injunctive Relief Client acknowledges that the breach of any of its obii igations under Section 6.6 may be fi likely te
cause or threaten irreparable harm to IDC and, accordingly, Client agrees that in such event. 1OC shall be entitled
to equitable relief to protect its interest therein, including but not limited to preliminary and permanent injunctive
relief.
6.18 Appendices - The following attached appendices shall by this referance become an integral part of this
Agreement.
Appendix A = Professional Services Proposal
Appendiz 8 - Professional Services Detail -
Appendix C - Change Orders
Appendix D - License Agreement
Appendix E = Maintenance and Support Agreement
6.19 Force Majeure - Neither party shall be liable for any delay in or failure of performance due to any eatise or
condition beyond its reasonable control, whether foreseeable or not.
6.20 Entire Agreement - This Agreement and any attached appendices constitute the entire agreement between the
parties and shall supersede all. proposals or prior agreements, oral or written, and all other communications
between the parties relating to the subject matter of this Agreement, including but not limited te, any Client
purchase order, This Agreement shall not be varied by any oral agreement or representation or by other than an
instrument in writing of subsequent date hereto, executed by both parties by their duly authorized representatives.
This Agreement shall be construed in accordance with, and its performance governed by, the laws of the State of
New Hampshire. Any action at law or in equity. alleging any breach of this agreement or re lating to the work
