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<br />HOST KIOSK SERVICES AGREEMENT
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<br />Page 5 of 14
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<br />employee of the other or of the Vendor or
<br />Installation Vendor (except as provided in
<br />Agreement § 8). Except for MED-Project’s
<br />power to obligate or bind Vendor and
<br />Installation Vendor under Agreement § 3,
<br />neither Party has the power to obligate or bind
<br />Vendor or Installation Vendor in any manner
<br />whatsoever. No employee of Host, MED-
<br />Project, Vendor, or Installation Vendor is or will
<br />be considered an employee of any other Party
<br />for any purpose in connection with the
<br />performance of this Agreement. No Party to this
<br />Agreement has the ability to direct, control,
<br />schedule, hire, or discipline any other Party’s
<br />employee or the employees of Vendor or
<br />Installation Vendor.
<br />7. Report of Theft or Diversion.
<br />7.1. In the event of any theft, unexplained loss, or
<br />diversion of Unwanted Medicine, safety or
<br />security problem, or environmental incident,
<br />including spills and releases reported to any
<br />governmental authority, occurring during
<br />performance of this Agreement and relating to
<br />Program Services or Host Services under this
<br />Agreement, the Party that becomes aware of
<br />such condition or event shall notify the other
<br />Party immediately.
<br />7.2. A Party with information about the conditions or
<br />events referenced in Agreement § 7.1 will
<br />provide to the other Party any information
<br />about such conditions or events necessary for,
<br />and on a timeframe that allows, that other
<br />Party to meet its obligations under Applicable
<br />Laws.
<br />7.3. At either Party’s request, the Parties will
<br />cooperate to investigate the conditions or
<br />events described in Agreement § 7.1.
<br />8. Indemnification.
<br />8.1. To the fullest extent permitted by law, MED-
<br />Project shall defend, indemnify, and hold
<br />harmless Host from and against all Losses to
<br />the extent arising out of or related to any and
<br />all liabilities, liens, demands, obligations,
<br />actions, proceedings, suits, or causes of action
<br />from third party claims to the extent arising out
<br />of or related to MED-Project's and/or Vendor’s
<br />and/or Installation Vendor’s (a) material breach
<br />of this Agreement, or (b) negligence,
<br />recklessness, or willful misconduct.
<br />8.2. Notwithstanding the foregoing language in
<br />Agreement § 8.1, MED-Project shall not be
<br />liable for Losses under Agreement § 8.1 to the
<br />extent such Losses arise out of or relate to
<br />Host’s (a) material breach of this Agreement, or
<br />(b) negligence, recklessness, or willful
<br />misconduct.
<br />9. Limitation of Liability.
<br />9.1. NOTWITHSTANDING ANYTHING IN THIS
<br />AGREEMENT TO THE CONTRARY, NEITHER
<br />PARTY SHALL BE LIABLE TO THE OTHER FOR
<br />ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT,
<br />OR SPECIAL DAMAGES, INCLUDING ECONOMIC
<br />DAMAGES AND LOST PROFITS, ARISING FROM
<br />OR RELATING TO ANY BREACH OF THIS
<br />AGREEMENT OR TORT, EVEN IF SUCH PARTY
<br />WAS AWARE OF OR SHOULD HAVE BEEN AWARE
<br />OF THE POSSIBILITY OF THESE DAMAGES.
<br />10. Term , Termination.
<br />10.1. The term of this Agreement shall
<br />commence as of the Effective Date and
<br />continue in force for a period of two (2) years.
<br />Following the expiration of that initial term, and
<br />any subsequent term, the Agreement will
<br />automatically renew for an additional two (2)
<br />years, unless either Party provides the other
<br />Party written notice that it is not renewing this
<br />Agreement at least sixty (60) days prior to
<br />expiration of the then-current term (collectively,
<br />the “Term”).
<br />10.2. This Agreement terminates on the
<br />earlier of:
<br />10.2.1. Expiration of the Term under Agreement
<br />§ 10.1.
<br />10.2.2. Notice from Host to MED-Project of
<br />MED-Project’s breach of this Agreement
<br />(other than a breach of the
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