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10. VENDOR's Undertaking to Engage Its Employees in Agreements.
<br /> a. In order to comply with VENDOR's obligations under this Agreement, VENDOR shall bind
<br /> and engage all of its officers and employees who might reasonably be expected to perform
<br /> or to assist in the performance of the services under this Agreement to an agreement having
<br /> terms the same as or equivalent to the terms of Sections 1, 2, 7, 8, 9, 10, 11 and 12 of this
<br /> Agreement.
<br /> 11. ARBITRATION.
<br /> a. Cumulative Remedies. All rights and remedies of Client herein shall be in addition to all
<br /> other rights and remedies available at law or in equity, including, without limitation,
<br /> specific performance against Vendor for the enforcement of this Agreement, and temporary
<br /> and permanent injunctive relief.
<br /> b. Mediation. Unless otherwise stated in portion of this agreement, Client and Vendor shall
<br /> submit any controversy regarding this Agreement to mediation in North Carolina, and shall
<br /> in good faith seek to settle or resolve the controversy. This mediation will begin upon at
<br /> least thirty (30), but no more than sixty (60), days prior written notice given by Client or
<br /> Vendor within the time for commencing a legal action involving the controversy.
<br /> c. Arbitration: Unless otherwise stated in any portion of this agreement, if Client and Vendor
<br /> are unable to settle or resolve any controversy regarding this Agreement within thirty (30)
<br /> days following the beginning of mediation, then Client and Vendor shall submit the
<br /> controversy to arbitration in North Carolina under the then current rules and regulations of
<br /> the American Arbitration Association. This arbitration process will begin upon at least
<br /> thirty (30), but no more than ninety (90), days prior written notice by Client or Vendor. This
<br /> submission of arbitration may be entered of record in the Arlington Circuit Court and is a
<br /> condition precedent to instituting any suit or action regarding this Agreement.
<br /> d. Regarding any mediation or arbitration, Client and Vendor shall:
<br /> i. Equally divide and pay all common costs or expenses; and
<br /> ii. Unless the Term has expired, continue performing under this Agreement during the
<br /> mediation or arbitration.
<br /> 12. INDEMNIFICATION.
<br /> a. VENDOR AGREES TO AND SHALL DEFEND, INDEMNIFY, AND HOLD CLIENT,
<br /> THEIR AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND
<br /> LEGAL REPRESENTATIVES (COLLECTIVELY "CLIENT") HARMLESS FOR ALL
<br /> CLAIMS, CAUSES OF ACTION, LIABILITIES, FINES, AND EXPENSES
<br /> (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, COURT COSTS, AND
<br /> ALL OTHER DEFENSE COSTS AND INTEREST) FOR INJURY, DEATH, DAMAGE,
<br /> OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR
<br /> INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT INCLUDING,
<br /> WITHOUT LIMITATION, THOSE CAUSED BY:
<br /> i. VENDOR AND/OR ITS AGENTS', EMPLOYEES', OFFICERS',
<br /> CONTRACTORS', OR VENDORS' (COLLECTIVELY IN NUMBERED
<br /> SUBPARAGRAPHS i.-iii., "VENDOR") ACTUAL OR ALLEGED
<br /> NEGLIGENCE OR INTENTIONAL ACTS OR OMISSIONS;
<br /> RU SPRO
<br /> Master Service Agreement Page 9
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