|
result of the existence or operation of this Agreement,except state and federal income taxes incurred by NISC. Associate
<br /> Member shall also be responsible for all postage,freight,express delivery and air shipments from MSC to Associate
<br /> Member. Associate Member shall also be responsible for paying all travel related expenses of NISC employees on
<br /> Associate Member requested trips for training,installation and support. Guidelines for such charges will be provided upon
<br /> Associate Member request.
<br /> 23. Business Cessation:In the event that NISC and all of its successors and assigns,whether direct or indirect,cease to
<br /> exist and cease to provide the NISC Software or Support Services,Associate Member shall be entitled to the object code for
<br /> the NISC Software in order to permit Associate Member to operate the NISC Software.
<br /> 24.Dispute Resolution:All disputes,claims,and controversies between the parties arising out of or related to this
<br /> Agreement,including,without limitation,any claim of misrepresentation,breach,or non-performance,shall be resolved in
<br /> the following manner: the aggrieved Party shall provide Notice to the other Party,setting forth the nature of the dispute with
<br /> reasonable detail;within thirty(30)days of receipt of Notice of the dispute,the Parties' authorized representatives shall
<br /> meet in person or via telephone to reach an agreement as to the nature of the dispute and the appropriate corrective action;
<br /> the Parties shall have sixty(60)days,or more if mutually agreed in writing,from receipt of Noticeof the dispute to resolve
<br /> the dispute. Neither Party may commence legal suit,action,or proceeding arising out of this Agreement unless the Parties
<br /> have first complied with informal dispute resolution procedures of this Section,or these procedures are waived by all
<br /> Parties. Failure of a Party to fulfill•its obligations in this Section,including failure to timely respond to Notice,shall be
<br /> deemed a waiver for purposes of this Section.
<br /> •
<br /> 25.Miscellaneous;Governing Law: This Agreement is the complete agreement between the patties,and replaces any
<br /> prior oral or written communications between them as to the matters described herein EXCEPT that any Non-Disclosure,
<br /> Confidentiality or other similar agreements shall remain in full force and effect and the benefits and burdens provided herein
<br /> shall be in addition to the benefits and burdens of such agreements.This Agreement may not be changed,modified,
<br /> amended,or supplemented except by a written instrument signed by both parties. This Agreement may not be assigned by
<br /> either Party.In the event Associate Member grants a security interest with respect to any software or services described in
<br /> this Agreement,the secured party has no right to use or transfer such software or services.The Uniform Computer
<br /> Information Transactions Act shall not in any way govern or apply to this Agreement.If any provision of this Agreement is
<br /> found by a proper authority to be unenforceable,that provision shall be severed and the remainder of this Agreement will
<br /> continue in full force and effect. The parties agree this Agreement shall be governed by and construed in accordance with
<br /> the laws of the State of Minnesota,excluding its conflicts of laws principles,and that any action with respect to this
<br /> Agreement shall have for its venue a court of competent jurisdiction located within the State of Minnesota.
<br /> 26.DefinitIons:The following terms have the meaning ascribed to them:
<br /> 26.1.Access:A nontransferable,nonexclusive right,for internal purposes only,to(26.1.1.)run,use,or execute the
<br /> • Hosted Software,or(26.1.2.)be the intended recipient of content generated by the Hosted Software whether online,via
<br /> email,or in printed or other form,No other right,title or interest of any kind is granted.
<br /> 26.2.Change in Control:The occurrence of any one of the following:(262.1.)all or a substantial portion of the
<br /> business(assets or stock)of Party is sold,leased,or otherwise transferred;(26.2.2.)Other than the current direct or indirect
<br /> owners,any person,group,or organization becomes the beneficial owner,directly or indirectly,of securities or capital of the
<br /> Party representing 50%or more of the combined voting power with respect to election of directors of Associate Member.
<br /> 26.3.Code:Computer object code contained in the Software.Code shall include Maintenance Modifications,
<br /> Enhancements and Custom Programming licensed by Associate Member.
<br /> 26.4.Confidential Information:(26.4.1.)All information,in any form,furnished or made available directly or
<br /> indirectly by one Party to the other which is identified or marked confidential,restricted,or with a similar designation;
<br /> (26.4.2.)This Agreement and all related documents such as proposals,estimates,and Ordering Documents,as well as all
<br /> information regarding the negotiation of this Agreement;(26.4.3.)Intellectual Property Rights(excluding Marks)of each
<br /> Party;(26.4.4.)All information concerning the operations,affairs and businesses of a Party or its affiliates;(26.4.5.)The
<br /> Page 8
<br /> 0 2014-20x5 NISC.All Rights Reserved
<br /> CONFIDENTIAL
<br /> 25203 SSA-NISC-Elk River Municipal Utilities-v2-nuc(2).docx
<br /> 155
<br />
|