17. Insurance and indemnification.
A. Patriot shall carry and maintain in effect during the performance of services
under this Agreement: General Liability insurance, including product and contractual, in the
amount of $1,000,000 per occurrence; $2,000,000 aggregate.
Patriot will provide the City of Nashua with certificates of insurance for coverage as listed
above and endorsements affecting coverage required upon signing of this Agreement. The City
of Nashua requires thirty days written notice of cancellation or material change in coverage.
General Liability policies must name the City of Nashua as an additional insured and reflect on
the certificate of insurance. Patriot is responsible for filing updated certificates of insurance with
the City of Nashua's Risk Management Department during the life of the Agreement.
B. Regardless of any coverage provided by any insurance, Patriot agrees to
indemnify and shall defend and hold harmless the City, its agents, officials, employees and
authorized representatives and their employees from and against any and all suits, causes of
action, legal or administrative proceedings, arbitrations, claims, demands, damages, liabilities,
interest, attorney’s fees, costs and expenses of any kind or nature in any manner caused,
occasioned, or contributed to in whole or in part by reason of any negligent act, omission, or
fault or willful misconduct, whether active or passive, of Patriot or of anyone acting under its
direction or control or on its behalf in connection with or incidental to the performance of this
Agreement. Patriot’s indemnity, defense and hold harmless obligations, or portions thereof,
shall not apply to liability caused by the sole negligence or willful misconduct of the party
indemnified or held harmless.
18. Modifications to Agreement. The terms of this Support and License Agreement may be
modified by Patriot at any time, upon three months’ written notice to the Customer, except that
supportilicense fees for the modules identified herein may not be increased until the end of the
applicable one year Term then in effect. Any support/license fees previously agreed to for future
Terms may be increased pursuant to this paragraph prior to commencement of said Term and
upon three months’ written notice to the Customer. In the event of such written notice by Patriot,
Customer may terminate this Agreement and any of the licenses hereunder on the effective
date of such modification upon thirty (30) day’s prior written notice to Patriot; otherwise, such
modification shall become effective. The term “this agreement” includes any future written
amendments, modifications, or supplements. The Customer’s acceptance of future delivery of
any Basic Licensed Material and/or Optional Licensed Material from Patriot is conclusive
evidence of its agreement that the license for such program or optional material is governed by
the terms of this agreement.
19. This Agreement Supersedes Prior Agreements. This Support and License
Agreement replaces and supersedes all prior agreements and licenses between the parties
relating to the subject matter herein including the Basic Licensed Material and/or Optional
Licensed Maiteriai and all such prior agreements and licenses are hereby terminated.
20. Access to the Source Code. A copy of the printed source code for Basic Licensed
Material and/or Optional Licensed Material and the mechanism by which the licensee’s
particular source code may be displayed shall be held in a bank safe deposit box. Should Patriot
Properties, Inc., file for bankruptcy, dissolve, or otherwise cease to exist, the licensee shall have
access to the source code at the aforementioned place through the Corporation Counsel. Such
access shall be limited to determination or resolution of problems relating to the licensee’s
exclusive use of the software. This copy of the source code for the licensee’s exclusive use
shall in no way be considered an asset of the Customer.
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PATRIOT PROPERTIES, INC. TOLL FREE: 1 (800) 527 9991
