2.8. ERMUSR 12-13-2016 - Laserfiche WebLink

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b. WH Security, LLC shall safeguard and maintain the Data in compliance with applicable provisions of the Minnesota Government Data Practices Act (the "MGDPA"), Minnesota Statutes, Chapter 13. c. WH Security, LLC shall safeguard and maintain the Data in compliance with applicable provisions of Minnesota Statutes, Sections 15.17 and 138.17 and the Elk River Municipal Utilities record Retention Schedule, which Retention Schedule is identified on Exhibit A hereto. d. WH Security, LLC shall permit authorized personnel of the Elk River Municipal Utilities access to the Data upon request. 3. Term. This Agreement shall be effective on the date hereof and shall continue, unless terminated in accordance with the terms of this Agreement. Elk River Municipal Utilities may terminate this Agreement for convenience at any time. Termination shall be effective upon 30 days written notice to WH Security, LLC. WH Security, LLC may terminate this Agreement for convenience at any time. Termination shall be effective on 30 days written notice to Elk River Municipal Utilities. The Parties may voluntarily teiniinate this Agreement at any time by mutual agreement. Upon termination of this Agreement, WH Security, LLC shall promptly return all of the Data it maintains at the time of termination of the Agreement to Elk River Municipal Utilities. 4. Indemnification. To the fullest extent permitted by law, WH Security, LLC agrees to defend, indemnify, and hold-harmless Elk River Municipal Utilities and its employees, officials, and agents from and against all claims, actions, damages, losses, and expenses, including reasonable attorney fees, arising out of WH Security, LLC's negligence or performance or failure to perform its obligations under this Agreement. WH Security, LLC's indemnification obligation shall apply to its subcontractors, or anyone directly or indirectly employed or hired by WH Security, LLC, or anyone for whose acts WH Security, LLC may be liable. WH Security, LLC agrees this indemnity obligation shall survive the completion or termination of this Agreement. 5. Dispute Resolution. The Parties shall cooperate and use their best efforts to ensure that the various provisions of the Agreement are fulfilled. The Parties agree to act in good faith to undertake resolution of disputes in an equitable and timely manner and in accordance with the provisions of this Agreement. If disputes cannot be resolved informally by the Parties, the following procedures shall be used: 57