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termination or expiration (including Subscription fees, which become due upon termination of this Agreement as set forth in an
<br />Order Form, and any one-time or recurring fees through the end of the billing cycle in which termination occurs); (b) any and all
<br />liabilities accrued prior to the effective date of the termination will survive; (c) Subscriber will destroy all copies of DocuSign
<br />software, documentation, and materials within five business days of such termination, and immediately thereafter, if requested by
<br />DocuSign, provide DocuSign with a written certification signed by an authorized Subscriber representative certifying that all copies
<br />of software, documentation, and materials have been destroyed; (d) licenses to use DocuSign software and the provision of
<br />DocuSign services will immediately end; and (e) the parties' rights and obligations under Sections 1, 7.4, 9.3, 9.4,10.3, and 11
<br />through 14 will survive.
<br />9.4 Transition Services. Upon expiration or termination of this Agreement for any reason, at Subscriber's request and at
<br />DocuSign's then -current standard professional services rates plus expenses, DocuSign shall provide reasonable transition
<br />services for a period not to exceed 90 days to assist Subscriber in moving Subscriber's data to another provider or exporting
<br />eContracts to external media. As part of such transition services, DocuSign shall at a minimum transfer, and cause any of its
<br />independent contractors to transfer, all data and electronic files associated with the Subscription Service. At itsthen-current
<br />standard professional services rates, DocuSign shall at Subscriber's request further cooperate with Subscriber in the
<br />development of a transition plan and shall use reasonable efforts to assist Subscriber and/or another service provider in the
<br />transition. DocuSign may at its discretion require advance payment or other adequate security for payment as DocuSign may
<br />consider appropriate in connection with or as a condition to the provision of services described in this section.
<br />10. WARRANTIES AND DISCLAIMERS
<br />10.1 DocuSign Warranties. DocuSign represents and warrants that: (a) the Subscription Service as delivered to Subscriber
<br />and used in accordance with the Specifications will not infringe on any United States patent, copyright or trade secret; (b) the
<br />Subscription Service shall be performed in accordance with the Specifications in their then -current form at the time of the
<br />provision of such Subscription Service; (c) any DocuSign Products that are software shall be free of harmful or illicit code,
<br />trapdoors, viruses, or other harmful features; (d) the proper use of the Subscription Service by Subscriber in accordance with the
<br />Specifications and applicable law in the formation of an eContract not involving any consumer will be sufficient under the
<br />Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq. (the "ESIGN Act") to support the validity
<br />of such formation, to the extent provided in the ESIGN Act; (e) the proper use of the Subscription Service by Subscriber in
<br />accordance with the Specifications and applicable law in the formation of an eContract involving a consumer will be sufficient
<br />under the ESIGN Act to support the validity of such formation, to the extent provided in the ESIGN Act, so long as and provided
<br />that Subscriber complies with all special requirements for consumer eContracts, including and subject to those referenced in
<br />Section 2.1(vi) and (vii) above; and (f) DocuSign has implemented information security policies and safeguards to preserve the
<br />security, integrity, and confidentiality of Personal Data and to protect against unauthorized access and anticipated threats or
<br />hazards thereto, that meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer
<br />Information as set forth in Section 501 (b) of the Gramm -Leach -Bliley Act.
<br />10.2 Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been dulyexecuted
<br />and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no
<br />authorization or approval from any third party is required in connection with such party's execution, delivery, or performance of
<br />this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction
<br />or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
<br />10.3 Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN SECTIONS 10.1
<br />AND 10.2 ABOVE (WHICH ARE NOT APPLICABLE TO CONSULTING SERVICES), DOCUSIGN MAKES NO ADDITIONAL
<br />REPRESENTATION OR WARRANTY OF ANY KIND -- WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF
<br />LAW, OR STATUTORY -- AS TO ANY MATTER WHATSOEVER. DOCUSIGN EXPRESSLY DISCLAIMS ALL IMPLIED
<br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. DOCUSIGN DOES NOTWARRANT
<br />THAT THE DOCUSIGN PRODUCTS (INCLUDING CONSULTING SERVICES OR RELATED DELIVERABLES, IF ANY), ARE
<br />OR WILL BE ERROR -FREE, WILL MEET SUBSCRIBER'S REQUIREMENTS, OR BE TIMELY OR SECURE. SUBSCRIBER
<br />WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALFOF
<br />DOCUSIGN TO ANY THIRD PARTY.
<br />11. INDEMNIFICATION
<br />11.1 By DocuSign. DocuSign will defend Subscriber, and its employees, directors, agents, and representatives ("Indemnified
<br />Party") from any actual or threatened third party claim arising from: (a) any breach by DocuSign of its confidentiality obligations in
<br />Section 13, and/or (b) alleged infringement by DocuSign of any third party intellectual property rights (each a "Subscriber Claim").
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