R2011-199 AUTHORIZING EXECUTION OF SYSTEMS AGREEMENT

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COMPANY WEB SERVICES - INTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS 14) HOLD HARMLESS. SUBSCRIBER agrees that it will hold COMPANY harmless against any claims,damages, liabilities,costs and expenses,including reasonable attorneys'fees,arising out of or relating to a. SUBSCRIBER's failure to implement any corrections, improvements and new releases relating to the Software,or any part thereof, b. SUBSCRIBER's unauthorized alterations to or use of the Software,or C. SUBSCRIBER's breach of any of its obligations to maintain the confidentiality of the Software or SUBSCRIBER's unauthorized copying thereof. 151 TERMINATION. This Agreement or any license referenced hereunder may be terminated by COMPANY upon written notice to SUBSCRIBER if SUBSCRIBER performs any breach of the terms of this Agreement. At the date of termination of this Agreement, SUBSCRIBER shall promptly return to COMPANY any Software, related documentation,materials and other property of COMPANY then in its possession,and any copies thereof wherever located. Notwithstanding the foregoing,all provisions hereof relating to confidentiality of the Software shall survive the termination of this Agreement. 16) GENERAL. a. This Agreement shall be governed by the laws of SUBSCRIBER's state of domicile and constitutes the entire Agreement between the parties hereto with respect to the Software described herein, and shall supersede all previous or contemporaneous negotiations,commitments and writings with respect to the matters set forth herein. b. All acceptances by COMPANY of purchase orders and all sales by COMPANY are expressly limited to and made on the basis of the terms and conditions set forth herein, notwithstanding receipt or acknowledgment of SUBSCRIBER's order forms or specifications containing additional or different provisions, or conflicting oral representations by an agent, representative or employee of COMPANY. Any such additional or different terms are hereby objected to. All acceptances by COMPANY are expressly conditional on SUBSCRIBER's assent to the additional or different terms and conditions set forth in this Agreement. If these terms and conditions are not acceptable,SUBSCRIBER should notify COMPANY at once.