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DocuSign Envelope ID:BF158607-0398-45C7-BF4E-235E368E5BDF
<br /> pAddendum to the Agreements by and between CivicPlus, LLC and Pleasanton, CA
<br /> Master Service Agreement and Statement of Work
<br /> Addendum
<br /> THIS Master Services Agreement and Statement of Work Addendum ("Addendum") hereby sets forth the (i) additional terms
<br /> and conditions applicable to the Master Services Agreement, and/or Statement of Work ("Agreements") and/or (ii) amendments to
<br /> specific provisions of the terms and conditions which exist in the Agreements (collectively, the "Special Terms"), as described below,
<br /> as agreed upon by CivicPlus and Pleasanton, CA. The Special Terms shall be deemed to amend, modify, supplement, replace and/
<br /> or supersede(as applicable)any inconsistent provisions of the Agreements,to the extent of the inconsistency.
<br /> ALL TERMS AND CONDITIONS OF THE AGREEMENTS NOT EXPRESSLEY MODIFIED HEREIN SHALL REMAIN IN FULL FORCE
<br /> AND EFFECT.
<br /> Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreements(to which this Addendum
<br /> is attached and incorporated).
<br /> 1.ADDITIONAL TERMS
<br /> 2.AMENDMENTS
<br /> The terms and conditions of the Agreement are hereby amended as follows:
<br /> MSA§ 1 This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long
<br /> as any SOW is in effect between CivicPlus and Client, or Services are being provided by CivicPlus to
<br /> Client, unless terminated in accordance with this §1 or as otherwise provided in this Agreement (the
<br /> "Term"). Either Party may terminate this Agreement or any SOW as set forth in such SOW, or at its
<br /> discretion, effective immediately upon written notice to the other Party, if the other Party materially
<br /> breaches any provision of this Agreement and does not substantially cure the breach within sixty (60)
<br /> days after receiving notice of such breach. A delinquent Client account remaining past due for longer
<br /> than 90 days is a material breach by Client and is grounds for CivicPlus termination.
<br /> MSA§ 15 Unless prohibited by the law of Client's state,the Parties shall defend,indemnify and hold the other Party,
<br /> its partners, employees, and agents harmless from and against any and all third party lawsuits, claims,
<br /> demands, penalties, losses, fines, liabilities, damages, and expenses, including attorney's fees, of any
<br /> kind, without limitation, arising out of the negligent actions and omissions, or intentionally malicious
<br /> actions or omissions of the indemnifying Party or its affiliates, partners, employees, and agents,directly
<br /> associated with this Agreement and the installation and ongoing operations of Services contemplated by
<br /> the SOW.This section shall not apply to the extent that any lawsuits,claims,demands, penalties,losses,
<br /> fines, liabilities,damages,and expenses is caused by the negligence or willful misconduct on the part of
<br /> the indemnified Party.
<br /> Notwithstanding the foregoing paragraph, CivicPlus shall defend, indemnify and hold harmless Client
<br /> from and against all third party claims, losses, damages, liabilities, costs expenses and amounts
<br /> (collectively "Losses") arising out of or in connection with an assertion that and CivicPlus Property or
<br /> Services or the use thereof, infringe any patent,copyright or other proprietary right of any third party(an
<br /> "infringement").
<br /> a. Client will: (1) notify CivicPlus promptly of such infringement claim, suit or assertion; (2) permit
<br /> CivicPlus to defend, compromise, or settle the infringement claim; and, (3) provide, on a reasonable
<br /> basis, information to enable CivicPlus to do so. CivicPlus shall not agree without Client's prior written
<br /> consent, to any settlement, which would require Client to pay money or perform some affirmative act in
<br /> order to continue using the CivicPlus Property or Services.
<br /> b. If CivicPlus is obligated to defend Client pursuant to an infringement claim and fails to do so after
<br /> reasonable notice from Client,Client may defend itself and/or settle such proceeding,and CivicPlus shall
<br /> pay to Client any and all losses,damages and expenses(including attorney's fees and costs)incurred in
<br /> relationship with Client's defense and/or settlement of such infringement proceeding.
<br /> c. In the case of any such claim of infringement, CivicPlus shall either,at its option,(1)procure for Client
<br /> the right to continue using the CivicPlus Property or Services; or (2) replace or modify the CivicPlus
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<br /> Addendum to Master Services Agreement
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