|
charges and amounts properly owed by Customer to Redflex for work performed
<br /> and Citations issued by Redflex prior to the termination.
<br /> 7.6.3. Unless the Customer and Redflex have agreed to enter into a new agreement
<br /> relating to the Program or have agreed to extend the Term of this Agreement,
<br /> Redflex shall remove any and all Equipment or other materials of Redflex installed
<br /> in connection with Redflex's performance of its obligations under this Agreement,
<br /> including but not limited to housings, poles and camera systems, and Redflex shall
<br /> restore the Designated Intersection Approaches to substantially the same condition
<br /> such Designated Intersection Approaches were in immediately prior to this
<br /> Agreement.
<br /> 7.7. SURVIVAL. Notwithstanding the foregoing, the definitions and each of the following
<br /> shall survive the termination of this Agreement: (x) Sections 4.2 (Reservation of
<br /> Rights), 5.1 (Redflex Representations and Warranties), 5.2 (Customer Representations
<br /> and Warranties), 5.3 (Limited Warranty), 7 (Confidentiality), 8 (Indemnification and
<br /> Liability), 9 (Notices), 10 (Dispute Resolution), 11.1 (Assignment), 11.17 (Applicable
<br /> Law), 11.16 (Injunctive Relief; Specific Performance) and 11.18 (Jurisdiction and
<br /> Venue), and (y) those provisions, and the rights and obligations therein, set forth in this
<br /> Agreement 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 survive to
<br /> give effect to the provisions of this Agreement.
<br /> 8. CONFIDENTIALITY. During the term of this Agreement and for a period of three (3)
<br /> years thereafter, neither party shall disclose to any third person, or use for itself in any way
<br /> for pecuniary gain, any Confidential Information learned from the other party during the
<br /> course of the negotiations for this Agreement or during the Term of this Agreement. Upon
<br /> termination of this Agreement, each party shall return to the other all tangible Confidential
<br /> Information of such party. Each party shall retain in confidence and not disclose to any
<br /> third party any Confidential Information without the other party's express written consent,
<br /> except (a) to its employees who are reasonably required to have the Confidential
<br /> Information, (b) to its agents, representatives, attorneys and other professional advisors that
<br /> have a need to know such Confidential Information, provided that such parties undertake in
<br /> writing (or 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 any
<br /> Governmental Authority, including laws relating to public records.
<br /> 9. INDEMNIFICATION AND LIABILTY.
<br /> 9.1. Indemnification by Redflex. Subject to Section 8.3, Redflex hereby agrees to defend and
<br /> indemnify the Customer and its affiliates, shareholders or other interest holders,
<br /> managers, officers, directors, employees, agents, representatives and successors,
<br /> permitted assignees and each of their affiliates, and all persons acting by, through, under
<br /> or in concert with them, or any of them (individually a "Customer Party" and
<br /> collectively, the "Customer Parties ") against, and to protect, save and keep harmless the
<br /> Customer Parties from, and to pay on behalf of or reimburse the Customer Parties as and
<br /> when incurred for, any and all liabilities, obligations, losses, damages, penalties,
<br /> demands, claims, actions, suits, judgments, settlements, costs, expenses and
<br /> disbursements (including reasonable attorneys', accountants' and expert witnesses' fees)
<br /> of whatever kind and nature (collectively, "Losses "), which may be imposed on or
<br /> incurred by any Customer Party arising out of or related to (a) any material
<br /> misrepresentation, inaccuracy or breach of any covenant, warranty or representation of
<br /> Redflex contained in this Agreement, or (b) the willful misconduct of Redflex, its
<br /> employees or agents which result in death or bodily injury to any natural person
<br /> 12
<br />
|