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42.16 Notices - Any notices required or permitted to be made or given to either party nereto will be- sufficiently
made or given on the date of mailing, via certified mail or overnight delivery, if sent to such party addressed to-it at
its address set forth below, or to such other address as It shall designate by written notice to the other party:
interware Development Company, Inc.
199 Route 101: Building 7A; POB 6240
Amberst, NH 03031 Street
Atty: President
Client:
The City of Nashua
229 Main Street:
Nashua, NH 03060
Attn: Patricia Piecuch, City Clark.
12.141 Hold Harmiess - Each party (as. “Indemmifor’). shall hold harmless and indemnify the other party(as
“Indemnitee") from all damages to the other party's tangible property and from.all claims and liability for personal
injuries, including death, to the extent caused by the negligence or willful misconduct of their respective agents,
employees, or representatives. Indemnitee shall promptly notify tndeminitor 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 indemnitor 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
attomeys' fees. Client shall hold IDC harmless anc:indemnify IDC. against any and all data losses or corruption,
which may occur during the operation of the software whether direct, indirect or consequential. it shall be the
"GLIENTS” responsibility to ensure adequate backups of data and programs are made as a safeguard. IDC shall
provide assistance to Client in the event of data loss or corruption
42:42 tn njunctive Relief ~ Client acknowledges that the breach of any of its obligations under Section 12.3 may be
likely to cause or threaten irréparable harm to IDC and. accordingly, Client agrees that in such event. IDC. shall be
entitled to equitable relief to. protect its interest therein, including but not limited to. preli minary and permanent
injunctive relief.
12.13 Order of Precetience - If there is any conflict among ihe provisions of this Agreement and the License
Agreement, Appendix A, the provisions-of the License Agreement shall control
12.14. Appendices - The following attached appendices shall by this reference become an integral part of this
Agreement,
APPENDIX D - Licanse Agreement
12.15 Force Wajeure - Neither party shall be liable for any delay in-or failure of performance due to any cause or
condition beyond its reasonable control, whether foreseeable or not.
42.16 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 lirnited to, 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 nereto, executed by both patties 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 relating to the work.
