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Redflex for work performed and Citations issued by Redflex prior to the
<br /> termination.
<br /> 6.4.3. Unless the Customer and Redflex have agreed to enter into a new
<br /> agreement relating to the Program or have agreed to extend the Term of this
<br /> Agreement, Redflex shall remove any and all Equipment or other materials
<br /> of Redflex installed in connection with Redflex's performance of its
<br /> obligations under this Agreement, including but not limited to housings,
<br /> poles and camera systems, and Redflex shall restore the Designated
<br /> Intersection Approaches to substantially the same condition such Designated
<br /> Intersection Approaches were in immediately prior to this Agreement.
<br /> 6.5. SURVIVAL. Notwithstanding the foregoing, the definitions and each of the
<br /> following shall survive the termination of this Agreement: (x) Sections 4.2
<br /> (Reservation of Rights), 5.1 (Redflex Representations and Warranties), 5.2
<br /> (Customer Representations and Warranties), 5.3 (Limited Warranty), 7
<br /> (Confidentiality), 8 (Indemnification and Liability), 9 (Notices), 10 (Dispute
<br /> Resolution), 11.1 (Assignment), 11.17 (Applicable Law), 11.16 (Injunctive
<br /> Relief; Specific Performance) and 1 1.18 (Jurisdiction and Venue), and (y) those
<br /> provisions, and the rights and obligations therein, set forth in this Agreement
<br /> which either by their terms state, or evidence the intent of the parties, that the
<br /> provisions survive the expiration or termination of the Agreement, or must
<br /> survive to give effect to the provisions of this Agreement.
<br /> 7. CONFIDENTIALITY. During the term of this Agreement and for a period of three
<br /> (3) years thereafter, neither party shall disclose to any third person, or use for itself
<br /> in any way for pecuniary gain, any Confidential Information learned from the other
<br /> party during the course of the negotiations for this Agreement or during the Term of
<br /> this Agreement. Upon termination of this Agreement, each party shall return to the
<br /> other all tangible Confidential Information of such party. Each party shall retain in
<br /> confidence and not disclose to any third party any Confidential Information without
<br /> the other party's express written consent, except (a) to its employees who are
<br /> reasonably required to have the Confidential Information, (b) to its agents,
<br /> representatives, attorneys and other professional advisors that have a need to know
<br /> such Confidential Information, provided that such parties undertake in writing (or
<br /> are otherwise bound by rules of professional conduct) to keep such information
<br /> strictly confidential, and (c) pursuant to, and to the extent of, a request or order by
<br /> any Governmental Authority, including laws relating to public records.
<br /> 8. INDEMNI FICA TION AND LL4 BIL T Y.
<br /> 8.1. Indemnification by Redflex. Subject to Section 8.3, Redflex hereby agrees to
<br /> defend and indemnify the Customer and its affiliates, shareholders or other
<br /> interest holders, managers, officers, directors, employees, agents, representatives
<br /> and successors, permitted assignees and each of their affiliates, and all persons
<br /> acting by, through, under or in concert with them, or any of them (individually a
<br /> "Customer Party" and collectively, the "Customer Parties ") against, and to
<br /> protect, save and keep harmless the Customer Parties from, and to pay on behalf
<br /> of or reimburse the Customer Parties as and when incurred for, any and all
<br /> liabilities, obligations, losses, damages, penalties, demands, claims, actions, suits,
<br /> judgments, settlements, costs, expenses and disbursements (including reasonable
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