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Information is disclosed thereby.
<br />7. CONFIDENTIAL INFORMATION.
<br />7.1 Definition. "Confidential Information" means all
<br />inhumation of a Party ("Disclosing Party") disclosed to the other
<br />Party ("Receiving Party"), whether orally, electronically, in
<br />wilting, or by inspection of tangible objects (including, without
<br />limitation, documents or prototypes), that is designated as
<br />confidential or that reasonably should be understood to be
<br />confidential given the nature of the information and the
<br />circumstances of tleplosure. Confidential Information includes
<br />without limitation, all Client Data, the Solutions, and either Party's
<br />business and marketing plans, ethnology and technical
<br />information, product designs, reports and business processes.
<br />Confidential Information shall not include any information that: (i)
<br />is or becomes generally known to the public without breach of any
<br />obligation owed to Disclosing Party; (ii) was known to Receiving
<br />Party prior to its disclosure by Disclosing Party without breach of
<br />any obligation owed to Disclosing Party; (iii) was independently
<br />developed by Receiving Party without breach of any obligation
<br />oared to Disclosing Party; or IN) is received from a third party
<br />without breach of any obligation owed to Disclosing Party.
<br />7.2 Protection. Receiving Party shall not disclose or use
<br />any Confidential Information of Disclosing Party for any purpose
<br />other than performance or enforcement of this Agreement without
<br />Disclosing Party's prior written consent. If Receiving Party is
<br />compelled by law to disclose Confidential Infomation of Disclosing
<br />Party, including under the Freedom of Information Act or other
<br />public information request (i.e., 'state sunshine' laws) it shall
<br />provide Disclosing Party with prior notice of such compelled
<br />disclosure (to the extent legally permitted) and reasonable
<br />assistance, at Disclosing Partys cost, if Disclosing Party wishes to
<br />contest the disclosure. Receiving Party shall protect the
<br />confidentiality of Disclosing Party's Confidential Information in the
<br />same manner that it protects the confidentiality of its own
<br />confidential information of like kind (but in no avant using less than
<br />reasonable rare). Receiving Party shall promptly notlty Disclosing
<br />Party if it becomes aware of any breach of confidentiality of
<br />Disclosing Party's Confidential Information.
<br />7.3 Upon Termination. Upon any lamination of this
<br />Agreement, the Receiving Parry shall continue to maintain the
<br />confidentiality of the Disclosing Party's Confidential Information
<br />and, upon request and to the extend practicable, destroy all
<br />materials containing such Confidential Information.
<br />Notwithstanding the foregoing, either Party may retain a copy of
<br />any Confidential Information if required by applicable law or
<br />regulation, in accordance with internal Compliance policy, or
<br />pursuant to automatic computer archiving and back-up
<br />procedures, subject at all times to the continuing applicability of
<br />the provisions of this Agreement.
<br />S. WARRANTIES; DISCLAIMER.
<br />9.1 Everbridge Warranty. Everbridge shall provide the
<br />Solutions in material compliance with ire functionality and
<br />specifications wt fond on the applicable Solution Documentation.
<br />Everbndge shall provide 24%7X385 customer support in
<br />accordance with its most recently published Support Services
<br />Guide. Professional Services shell be performed in a professional
<br />manner consistent with industry standards.
<br />8.2 Disclaimer. THE FOREGOING REPRESENT THE
<br />ONLY WARRANTIES MADE BY EVERBRIDGE HEREUNDER,
<br />AND EVERBRIDGE EXPRESSLY DISCLAIMS ALL OTHER
<br />WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
<br />STATUTORY, OR OTHERWISE, WARRANTIES OF
<br />MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY
<br />APPLICABLE LAW. EVERBRIDGE DOES NOT WARRANT
<br />THAT THE SOLUTION WILL OPERATE ERROR FREE OR
<br />WITHOUT INTERRUPTION. WITHOUT LIMITING THE
<br />FOREGOING, IN NO EVENT SHALL EVERBRIDGE HAVE ANY
<br />LIABILITY FOR PERSONAL INJURY (INCLUDING DEATH) OR
<br />PROPERTY DAMAGE ARISING FROM FAILURE OF THE
<br />SOLUTION TO DELIVER AN ELECTRONIC COMMUNICATION,
<br />HOWEVER CAUSEDAND UNDER ANY THEORY OF LUIBlUTY,
<br />EVEN IF EVERBRIDGE HAS BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGE.
<br />A MEANS OF
<br />JABLY LIKELY
<br />IF DELAYED,
<br />F TRANSMITTING SMS MESSAGES CAN BE
<br />AND INCLUDE MULTIPLE THIRD PARTIES THAT
<br />IN THE TRANSMISSION PROCESS, INCLUDING
<br />`WORK OPERATORS AND INTERMEDIARY
<br />)N COMPANIES. ACCORDINGLY, EVERBRIDGE
<br />IS THAT SMS MESSAGING NOT BE USED AS
<br />ANS OF COMMUNICATION IN AN EMERGENCY
<br />INDEMNIFICATION.
<br />9.1 By Client To the extent allowable by law, Client shall
<br />defend, indemnify and hold Everbridge harmless against any loss
<br />or damage (including reasonable attorneys' fees) incurred in
<br />connection with any third party claim, suit or proceeding ("Claim")
<br />against Evertndge arising out of any data sent, posted or
<br />otherwise transmitted via the Solution by Client or Contacts, or any
<br />breach by Client of Sections 3 or S.
<br />9.2 By Everbridge. Evemndge shall defend, indemnify
<br />and hold Client harmless from and against any Claim against
<br />Client arising out of if any breach by Everondge of applicable
<br />Privacy Laws; (i) any breach by Everbndge of its data security
<br />obligations under Section 3.4, or (is) an allegation that the Solution
<br />as contemplated hereunder infringes an issued patent or other IF
<br />Right in a country in which the Solution is provided to Client. If (x)
<br />any aspect of the Solution is found or, in Evertindge's reasonable
<br />opinion is likely to be found, to infringe upon the IP Right of a third
<br />parry or (y) the continued use of the Solution is enjoined, then
<br />Everbridge will promptly and at its own cost and expense at its
<br />option: (q obtain for Client the right to continue using the Solution;
<br />(ii) modify such aspect of the Solution so instill is non-infnnging;
<br />or (iii) replace such aspect of the Solution with a non -infringing
<br />functional equivalent. If, after all commercially reasonable efforts,
<br />Evemridge determines in good faith that options (i) - (iii) am not
<br />feasible, Everbridge will remove the immnging items from the
<br />Solution and refund to Client on a pro -rata basis any prepaid
<br />unused fees paid for such infringing element. The remedies set
<br />forth in this Section 9.2 are Client's exclusive remedy for Claims
<br />for infringement of an IP Right. Everbridge shall have no obligation
<br />or liability for any claim pursuant to this Section to the extent
<br />arising from: (i) the combinations, operation, or use ofthe Solution
<br />supplied under this Agreement with any product, device, or
<br />software not supplied by Everbridge to the extent the combination
<br />creates the inMngement; (ii) the unauthorized afieration or
<br />modification by Client of the Solution; or (iii) Everbndge's
<br />compliance with Clients designs, specifications, requests, or
<br />Instructions pursuant to an engagement for EverbmIge
<br />Professional Services relating to the Solution to the extent the
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