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<br />5. Indemnification. The Client shall indemnify and hold Pethealth harmless from and against any loss, damage, claim,
<br />cost, expense or other liability suffered or incurred by Pethealth as a result of any claim or cause of action by a third
<br />party arising out of, based upon or relating to: (i) the Client's use of the Application and the ASP Services, or
<br />(ii) ownership or rights in any data received by Pethealth from the Client (or its designees) or any information derived
<br />therefrom. Pethealth shall indemnify and hold the Client harmless from and against any loss, damage, claim, cost,
<br />expense or other liability suffered or incurred by Client as a result of any claim or cause of action by a third party
<br />arising out of, based upon or relating to the system design or operation of the Application and the ASP Services. For
<br />the purposes of this Agreement, references to Pethealth or the Client shall include, to the extent applicable, their
<br />affiliates, their directors, officers and employees of such entities.
<br />6. Force Maieure. If Pethealth is prevented, hindered or delayed in whole or in part from or in performing any of its
<br />obligations under this Agreement due to any event beyond its reasonable control (each a "Force Majeure Event"), then
<br />its obligations under this Agreement shall be suspended for so long as the Force Majeure Event continues.
<br />7. Fees And Expenses.
<br />(i) Application Use and ASP Services Fee. The Client will pay Pethealth a monthly Application Use and ASP
<br />Services fee as specified on Schedule A hereto (the "Fee"). The Fee shall be due and payable on a quarterly
<br />basis, as specified on Schedule A hereto. The Fee shall be the Client's only obligation to Pethealth. The Client
<br />shall not be required to provide Pethealth Insurance marketing services or participate in the 24PetWatch
<br />microchip recovery program. Any purchase of 24PetWatch microchips by the Client shall be by separate
<br />agreement.
<br />(ii) Application Services Fees. Upon the Client's reasonable request, and provided that Pethealth then has
<br />available the necessary resources, Pethealth will provide the Client additional database conversion, training,
<br />and support services in addition to the ASP Services ("Additional Services"), including services where
<br />required at the Client's facilities. The Client will pay Pethealth for all time and materials, quarterly in arrears,
<br />at Pethealth's then published service rates, for any Additional Services provided at the request of the Client.
<br />(iii) Taxes. The Client shall be responsible for any sales, use, excise, value-added, services, consumption or other
<br />tax that is assessed on the grant of the right to use the Application or the provision of the ASP Services (or
<br />any part thereof) or on any payments due to Pethealth hereunder.
<br />8. Term and Termination. Each party shall be entitled to terminate this Agreement by providing thirty (30) days prior
<br />written notice to the other party, provided, however, that Pethealth shall be entitled to terminate this Agreement
<br />immediately if the Client shall commit a breach of this Agreement. Upon termination of this Agreement for any reason,
<br />the Client shall immediately cease use of the Application and Pethealth shall provide to the Client a complete duplicate
<br />of the Client's Data in Microsoft Access format.
<br />9. General. This Agreement shall not be assigned by the Client without the prior consent in writing of Pethealth. Any
<br />purported assignment in contravention of this provision shall be null and void. This Agreement shall be binding on and
<br />shall inure to the benefit of the Client and Pethealth and their respective successors and permitted assigns. This
<br />Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, and the federal
<br />laws of the United States applicable therein without regard to the conflicts of law principles thereof. This Agreement,
<br />together with Schedule A attached hereto, constitutes the entire agreement between Pethealth and the Client on the
<br />subject matter hereof and supersedes and terminates as of the date hereof, all prior oral or written agreements,
<br />arrangements or understandings between the parties. The obligations imposed by Sections 2,3,4, and 5 shall survive
<br />the termination of this Agreement.
<br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
<br />PETHEALTH SOFTWARE
<br />SOLUTIONS (USA) INC.
<br />1-866-630-7387
<br />3315 ALGONQUIN ROAD
<br />SUITE 450
<br />ROLLING MEADOWS, IL 60008
<br />FAX: 866-409-8940
<br />NAME: Steve Zeidman
<br />TITLE: �Tneology, cer
<br />�.ZA
<br />SIGNED:
<br />IN -DE -4886097 v.I
<br />CLIENT: City of Everett
<br />ADDRESS:
<br />FAX:
<br />NAME:
<br />TITLE:
<br />SIGNATURE:
<br />1(
<br />
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