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<br />any applicable laws or regulations, or the terms of any other agreement to which Client is
<br />a party.
<br />6. Indemnification.
<br />(a) Indemnification by MuniReg. MuniReg will defend, indemnify and hold
<br />harmless the Client and its officers, directors, trustees, elected and appointed officials,
<br />managers, principals, agents, and affiliates, and their respective successors and assignsfrom
<br />and against any losses, claims, lawsuits, proceedings, amounts, costs, expenses, or other
<br />damages (including without limitation, reasonable attorneys’ fees) (collectively,
<br />“Damages”), arising from or relating to: (i) MuniReg’s breach of any term, condition,
<br />representation, warranty, or covenant hereunder; (ii) all suits, actions, or proceedings in
<br />which Client is made defendant for actual infringement or any U.S. or foreign patents,
<br />trademarks or copyrights or for actual violation of the unfair competition laws or any claim
<br />arising thereunder resulting from the use or sale of the Services, either alone or in
<br />combination with other materials; or (iii) any material defect or non-conformity in the
<br />Services delivered or furnished hereunder.
<br />(b) Indemnification by Client. Client will defend, indemnify and hold harmless
<br />MuniReg and its officers, managers, principals, agents, and affiliates, and their respective
<br />successors and assigns from and against any Damages arising from or relating to: (i) the
<br />negligence, willful misconduct, or willful and material misrepresentation of the Client or
<br />any of its employees, agents, personnel or representatives; (ii) a material breach of Client’s
<br />obligations, representations or warranties under this Agreement; (iii) a third party claim
<br />arising from or related to work performed by Client’s prior service provider; or (iv) a third
<br />party claim arising from or related to: (A) the Registration Fees structure, (B) a challenge
<br />to the constitutionality of the Resolution, or (C) any other challenge relating to the
<br />electronic registry; provided, however, that the total aggregate liability of the Client to
<br />provide an indemnification under this Section 6(b) shall in all cases be subject to a total
<br />aggregate limit not to exceed $50,000.00.
<br />(c) Indemnification Procedure. The foregoing indemnity is contingent upon the
<br />indemnifying party receiving prompt written notification by the party seeking
<br />indemnification of such claim. The indemnifying party shall have sole control of the
<br />defense with respect to any such claim (including settlement of such claim), unless
<br />MuniReg requires that it be notified of a proposed settlement and have the opportunity to
<br />provide prior written consent.
<br />7. Client Obligations.
<br />(a) In accessing or utilizing the Services, the Client agrees to abide (and to
<br />cause its employees, agents, and other representatives and personnel to abide) by the
<br />Ordinance, the Codes, and all other applicable local, state, and national laws, treaties,
<br />regulations, codes, and ordinances.
<br />(b) Prior to commencement of the Services, Client will provide a digital file, in
<br />a format agreeable to MuniReg (in the case where the Client has an existing registration
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