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GG R A N I C U S RFP NO.: 17-107 Automated Agenda Workflow
<br />Program and Meeting Video Streaming/Archiving
<br />9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a) the Party seeking
<br />indemnification shall promptly notify the indemnifying Party upon becoming aware of the Claim; (b) the
<br />indemnifying Party shall promptly assume sole defense and control of such Claim upon becoming aware
<br />thereof; and (c) the indemnified Party shall reasonably cooperate with the indemnifying Party regarding such
<br />Claim. Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense, with
<br />counsel of its choice, but shall not settle any such Claim without the indemnifying Party's prior written consent.
<br />The indemnifying Party shall not settle or compromise any Claim in any manner that imposes any obligations
<br />upon the indemnified Party without the prior written consent of the indemnified Party.
<br />10. General
<br />10.1. Relationship of the Parties. Granicus and Customer acknowledge that they operate independent of
<br />each other. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership,
<br />agency, oremployee/employer relationship between the Parties far any purpose, including, but not limited to,
<br />taxes or employee benefits. Each Party will be solely responsible for the payment of all taxes and insurance for
<br />its employees and business operations.
<br />10.2. Subcontractors. Granicus agrees that it shall he responsible for all acts and omissions of its
<br />subcontractors to the same extent Granicus would be responsible if committed directly by Granicus.
<br />10.3. Headings. The various section headings of this Agreement are inserted only far convenience of
<br />reference and are not intended, nor shall they be construed to modify, define, limit, or expand the intent of the
<br />Parties.
<br />10.4. Amendments. This Agreement may not be amended or modified except by a written instrument signed
<br />by authorized representatives of both Parties. Notwithstanding the foregoing, Granicus retains the right to
<br />revise the policies referenced herein at any time, so long as the revisions are reasonable and consistent with
<br />industry practices, legal requirements, and the requirements of any third -party suppliers.
<br />10.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law
<br />thatwould render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event
<br />that a provision of this Agreement is held to be invalid orotherwise unenforceable, such provision will be
<br />interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the
<br />remaining provisions of this Agreement will continue In full force and effect.
<br />10.6. Assignment. Neither Party mayassign, delegate, or otherwise transfer this Agreement orany of its
<br />rights or obligations hereunder, either voluntarily or by operation of law, without the prior written consent of
<br />the other Party (such consent not to be unreasonably withheld); provided, however, that either Party may
<br />assign this Agreement without the other Party's consent in the event of any successor or assign that has
<br />acquired all, or substantially all, of the assigning Party's business by means of merger, stock purchase, asset
<br />purchase, cr otherwise. Any assignment or attempted assignment in violation of this Agreement shall be null
<br />and void.
<br />10.7. No Third -Party Beneficiaries. Subject to Section 9.6, this Agreement is binding upon, and insures solely
<br />to the benefit of the Parties hereto and their respective permitted successors and assigns; there are no third -
<br />party beneficiaries to this Agreement.
<br />10.8. Notice. Otherthan routine administrative communications, which may be exchanged by the Parties via
<br />email or other means, all notices, consents, and approvals hereunder shall be in writing and shall be deemed to
<br />have been given upon: (a) personal delivery; (b) the day of receipt, as shown in the applicable carrier's systems,
<br />if sent via Fed Ex, UPS, DHL, or other nationally recognized express carrier; (c) the third business day after
<br />sending by U.S. Postal Service, First Class, postage prepaid, return receipt requested; or (d) sending by email,
<br />with confirmed receipt from the receiving party.
<br />10.9. Force Majeure. Neither Party shall be in breach of this Agreement solely due to breach caused by
<br />circumstances beyond the control and withoutthe fault or negligence of the Party failing to perform. Such
<br />August 6, 2017
<br />granicus.com I info@granicus.com page 57
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