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claim of infringement is based on the foregoing.
<br />9.7 Indemnification Procne. The indemnifying party's
<br />obligations under this Section 9 are contingent upon the
<br />indemnified party (a) promptly giving notice of the Claim to the
<br />indemnifying party once the Claim is known; (b) giving the
<br />Indemnifying party sole control of the defense and settlement of
<br />the Claim (provided that the indemnifying party may not settle such
<br />Claim unless such settlement unconditionally releases the
<br />indemnified party of all liability and does not adversely affect the
<br />indemnified parry's business or service); and (c) providing the
<br />indemnifying party all available information and reasoreble
<br />assistance.
<br />10. LIABILITY LIMITS. To the maximum extent permitted by
<br />law, neither Party shall have any liability to the other Party for any
<br />indirect, special, incidental, punitive, or consequential damages,
<br />however caused, undo any theory of liability, and whether or not
<br />the Party has been advised of the possibility of such damage.
<br />Except for its indemnification obligations under Section 9.2,
<br />notwithstanding anything in this Agreement to the contrary, in mb
<br />event shall Evemndge's aggregate liability, regardless of whether
<br />any action or claim is based on warranty, contract, tort or
<br />otherwise, exceed amounts paid or due by Client to Everbridge
<br />hereunder during the 12 -month period pnorto the event giving nn
<br />to such liability. The foregoing limitations shall apply even if She
<br />non -breaching party's remedies under this Agreement fail their
<br />essential purpose.
<br />if. INSURANCE. Evemndge will maintain during the tern of
<br />this Agreement the following coverages: (i) Germinal Liability
<br />insurance, with liability limits of at least $5,000,000; (it) Network
<br />Technology/Cyber Liability coverage with limits of at least
<br />$5,000,000; and (iii) workers' compensation insurance as required
<br />by the state or local law in which the work is performed. Upon
<br />request by Client Evemndge shall provide Chem a certificate of
<br />insurance evidencing such coverages.
<br />ii#�,IF'Zr34 sl!\:I i�.rF.
<br />12.1 NonSollcrtallon. As additional prolactin for
<br />Everoridge's proprietary information, forso long as this Agreement
<br />remains in affect, and for one year thereafter, Client agrees that it
<br />shall not, directly or indirectly, solicit hire or attempt to solicit any
<br />employees of Evemndge; provided, that a general solicitation to
<br />the public for employment is not prohibited under this section.
<br />12.2 Force Majeure; Limitations. Evemndge shall not be
<br />responsible for performance under this Agreement to the extent
<br />precluded by circumstances beyond Evert itlge's reasonable
<br />control, including without limitation acts of God, acts of
<br />govemmnt flood, fire, earthquakes, civil unrest, acts of tenor,
<br />labor problems, regional technology interruptions, or denial of
<br />service attacks. The Solution delivers information for supported
<br />Contact patha to public and private networks and carriers, but
<br />Evemridge cannot guarantee delivery of the information to the
<br />recipients. Final delivery of information to recipients a dependent
<br />on and is the responsibility of the designated public and private
<br />networks or carriers.
<br />12.3 Waiver; Severability. The failure of either Party
<br />hereto to enforce at any time any of the provisions or terms of this
<br />Agreement shall in no way be considered to be a waiver of such
<br />provision. If any provision of this Agreement is bund by any court
<br />or other authority of competent jurisdiction to be invalid illegal or
<br />unenforceable, that provision shall, to the extent required be
<br />deemed deleted or revised and the remaining provisions shall
<br />continue in full force and effect to the maximum extent possible so
<br />as to give effect to the intent of the Parties.
<br />12.4 Assignment Neither party may assign this
<br />Agreement to any third party except upon the other Party's prior
<br />written consent, which consent shall not be unreasonably withheld
<br />or delayed provided that no such consent shall be required in the
<br />event of an assignment to an Affiliated Entity or to a successor -in -
<br />interest to the business of the assigning Party resulting from a
<br />merger, reorganization, or sale of all or substantially all such
<br />Party's assets. Notwithstanding the above, neither Party shall
<br />assign this Agreement to any third party which is a competitor of
<br />the other Party.
<br />12.5 Governing Law; Attomey's Fees. This Agreement
<br />shall be governed and constnred in accordance with the laws of
<br />the Commonwealth of Massachusetts, without regard o its
<br />conflicts of laws rule. The U.N. Convention on Contracts for the
<br />International Sale of Goods shall not apply.
<br />12.6 Notices. Legal notices (e.g., claimed breach or
<br />termination) to be provided under this Agreement shall be
<br />delivered in writing (a) in person, (b) by nationally recognized
<br />overnight delivery service, or (c) by U.S. certified or first Gass mail
<br />to the other party as sot forth on the signature page hereto. Ali
<br />legal notices shall be deemed to heves been given upon receipt or,
<br />if under (c), three (3) business days after being deposited in the
<br />mail. Either party may change its address by giving notice of the
<br />new address to the other party pursuant to this Section and
<br />identifying the effective date of such change. Everbridge may
<br />provide all other notices to Client's billing contact on the Client
<br />Registration Form or, with respect to availability, upgrades or
<br />maintenance of the Solutions, to the Evemridge Support Center.
<br />12.7 Marketing. Client consents m Evemndge referencing
<br />Client's name as an Everbridge Client in Everbridge publications,
<br />its website, and other marketing materials.
<br />12.8 Equal Employment Opportunity, Everbridge, Inc. is
<br />a government contractor and is subject to the requirements of
<br />Executive Order 11246, the Rehabilitation Assistance Act and
<br />VEVRAA. Pursuant to these requirements, the Equal Opportunity
<br />Clauses found at 41 Code of Federal Regulations sectors 60-
<br />1.4(x) (1-7), sections 60 -250.4(a -m), sections 60-300.5 (1-11) and
<br />sections 60-741.5 (a) (1-6) are incorporated herein by reference
<br />as though set forth at length, and made an express part of this
<br />Agreement.
<br />12.9 Export Compliant Neither Party shall export.
<br />directly or indirectly, any technical data acquired from the other
<br />pursuant to this Agreement or any product utilizing any such data
<br />to any country for which the U.S. Government or any agency
<br />thereof at the time of export requires an export Iiceese or other
<br />governmental approval without first obtaining such license or
<br />approval. Client shall not permit Users to send notifications to a
<br />Contact in a U.S. embargoed country or in violation of any U.S.
<br />export law or regulation.
<br />12.10 U.S. Government End -Unca. The Solutions and
<br />related documentation are "commercial items' as defined at 48
<br />C.F.R. 2.101, consisting of 'commercial computer software" and
<br />"commercial computer software documentation" as such terms are
<br />used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and
<br />48 C.F.R. 227.7202-1 through 227.7202.4. U.S. government
<br />customers and end-users aoquire licenses to the Solutions and
<br />related documentation with only those rights set forth herein.
<br />12.11 General. This Agreement, including its Exhibits and
<br />any Quote, constitutes the entire agreement between the Parties
<br />and supersedes all other agreements and understandings
<br />between the Parties , oral or written, with respect to the subject
<br />matter hereof, including any confidentiality agreements. This
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