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  2. Finance Committee - Agenda - 10/3/2018 - P64

Finance Committee - Agenda - 10/3/2018 - P64

By dnadmin on Mon, 11/07/2022 - 11:26
Document Date
Fri, 09/28/2018 - 14:44
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 10/03/2018 - 00:00
Page Number
64
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__100320…

Page 22 of 24

11.5 it shall be the “CLIENTS” responsibility to ensure adequate backups of data and programs are made as a
safeguard. IDC shail provide assistance to Client in the event of data loss or corruption.

11.8 Client is responsible for the proper backup of all data.
42. GENERAL TERMS AND CONDITIONS

12.1 Applicable Charges ~- Client agrees to pay IDC: (i) the charges spacified in this Agreement Gi) [DCs’
reasonable travel and living expenses incurred by JOC personnel for required travel for the provision of the
services hereunder, and (iil) all taxes. however, designated. ‘paid or payable to IDC under this Agreement,
exclusive of taxes based on the net Income of IDC. If any charges under this Agreement are exempt fram sales or
use tax liability, Client shall provide to IDC, upon execution of this Agreement, evidence of tax exemption
acceptable to the relevant taxing authority.

12.2 Confidentiality - iDC will treat as confidential: information sa designated in writing by the Client, (the
“Confidential Information’) and will make the same effort to safequard such information as it dees in protecting its
own proprietary data. This provisions shall not apply to any Confidential information which (s) is already known to
IDC when received, (b) is ar becomes publicly known through publication or otherwise and through no wrongful act
of IDC, (c) is received froma third party without similar restriction and without breach of this Agreement, (d) is
disclosed by third party without similar restriction.

12.3 Ownership - IDC shall retain all rights in all materials developed by 1DC and any inventions, creations and
improvements whether or not patentable or copyrightable, conceived or made ‘in connection with the performance
of its obligations hereunder, even if modifications or enhancements are paid for by the Client. Any and all software
or other intellectual property required to be delivered to Client hereunder shall be subject to IDC Standard License
Agreement a copy of which is attached hereto as Appendix D.

12.4 Non-Solicitation ~ Both parties agree not to- ‘knowingly solicit for employment, without the prior written
consent of the other party, any employee or agent of the other party who performs work during the term of this
Agreement and for until two (2) years after said person has ceased performing any such work,

12.5 Waiver - The failure of either party to exercise any of its rights or to enforcé any of the provisions of this
Agreement on “any occasion shall not be a waiver of such right or provision, nor affect the right. of such party
thereafter to enforce each and every provision of this Agreement:

12.6 Headings - ‘The headings in this Agreement are for purposes of reference only and shail not limit or affect
any of the terms hereof.

12.7 Statute of Limitations - No action, regardless of form, may be brought by either party more than two (2)
years after the cause of action has accrued, or in the case. of any action for nonpayment, more than two (2) years
from the date the last payment was due.

12.8 Relationship - Nothing contained in this Agreement shall be construed to imply a parinership, joint venture or
principal and agent relationship between IDC and Client and neither party shall have any right, power or authority
to create any obligation, express or implied, on behalf of the other party:

128 Severability ~ | If any provisions of this Agreement are invalid under any. applicable statute or rule of law, then
the affected provision shall be curtailed and limited only to the extent necessary to bring said provision within legal
requirements and this Agreement as so modified shall continue | in full force and effect.

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Finance Committee - Agenda - 10/3/2018 - P64

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