Item 18 - Agreement for Microsoft Software Volume Licensing and Maintenance

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to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party's Intellectual property rights. 8. Term and termination. This Amendment will remain in effect until terminated. Either party may terminate this Amendment at any time without cause by giving the other party at least 60 calendar days prior written notice. Terminating this Amendment will not affect any existing Statements of Services but will terminate the ability of the parties to enter into subsequent Statements of Services. Customer may terminate a Statement of Services upon 30 days' notice. Either party to the Statement of Services may terminate it If the other party Is in material breach or default of any obligation that is not cured within 30 calendar days' notice of such breach. Microsoft may terminate a Slatement of Services if Customer fails to pay any invoice that Is more than 60 days outstanding. Customer agrees to pay all fees for Professional Services performed and expenses incurred prior to termination and any additional amounts that may be specified In a Statement of Services. Upon Microsoft's receipt of payment for the Professional Services, Customer's interests in the Services deliverables will vest, 10. Miscellaneous. a. Notices. Notices must be sent to the address on the signature page of this Amendment or on an applicable Statement of Services. All notices, aull—iWizations, and requests given or made In conneclion with this Amendment must be in writing and wilt be treated as delivered on the date shown on the return receipt or on the courier or fax confirmation of delivery. Microsoft may provide Information to Customer about upcoming ordering deadlines, services and subscription Information In electronic form, including by email to contacts provided by the Customer. Ematls will be treated as delivered on the transmission date. b, Applicable law; dispute resolutlon. This Amendment together with the applicable Statement of Services will be governed by the laws set forth In the Agreement. c. severablllty. If any provision of this Amendment is held to be unenforceable, the balance of the Amendment will remain in full force and effect. d, Waiver. Failure to enforce any provision of this Amendment will not constitute a waiver. Any waiver must be made in writing and signed by an authorized representative of the waiving party, e. Survival. All provisions survive termination or explrallon of this Amendment, except those requiring performance only during the term of a Statement of Services. % Microsoft as independent contractor. The parties are independent contractors. Customer and Microsoft each may develop products Independently without using the other's Confidential Information. g, Use of contractors. Microsoft may use contractors to perform Professional Services but will be responsible for their performance subject to the terms of this Amendment. h. insurance while performing Professional Services on Customer's premises. Microsoft will maintain Industry -appropriate insurance coverage at all times when performing Professional Services on Customer's premises under this Amendment via commercial insurance, self-insurance, or any other similar risl( financing alternative. Microsoft will provide Customer with evidence of coverage on request. i, Amendments. Any modification to this Amendment must be executed by both parties, except that Microsoft may change the Product Terms and Use Rights In accordance with the terms of the Agreement. Any additional or conflicting terms and conditions contained in Customer's purchase order are expressly rejected and will not apply. J. No transfer of ownership. Microsoft does not transfer ownership rights in any Product. The Products are protected by copyright and other intellectual properly rights, laws and 'international treaties, AmendmenlApp v4.0 CTM-FWK-CTC-AGR Bn Page 6 of 6