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c. Any deliberate attempt by the host to decipher, alter, or intercept the client's <br /> data will be considered a breach of this agreement. <br /> d. Co-location of equipment is implied and authorized for the establishment or <br /> utilization of virtual circuits. Operating guidelines for the treatment and <br /> access to co-located equipment will be negotiated between the City and <br /> SMCISD technical staff on a case-by-case basis. <br /> 3. Limited access will be provided to each parties' technical staff for testing and <br /> maintaining the shared connection and approved services. <br /> 3.4 The City and SMCISD agree that access to the shared connection may be monitored for <br /> compliance with the intent of this agreement. <br /> 3.5 Maintenance and Repairs. Each Party will provide five (5) calendar days prior written <br /> notice to the other Party when either network will be inaccessible, except in cases of an <br /> emergency in which case each Party will attempt to provide verbal notice as soon as <br /> reasonably practical to the other Party. In addition, the City and SMCISD agree that the <br /> intent of the shared connection is to enable advanced services, and will be jointly <br /> maintained with no Service Level Agreement expectations. Both parties will be held <br /> harmless in the event that the shared connection is unavailable. <br /> ARTICLE IV INDEMNIFICATION /IMMUNITY/INSURANCE <br /> 4.1 To the extent authorized by Texas law each Party agrees to release, defend, indemnify, <br /> and hold harmless the other Party (and its officers, agents, and employees)from and <br /> against all claims, losses, damages, cause or causes of action for injuries (including <br /> death),property damages (including loss of use), and any other losses, demands, suits, <br /> judgments, and costs in any way arising out of related to, or resulting from the <br /> indemnifying Party's breach or default in the performance of any of its obligations under <br /> this Agreement, or caused by the negligent acts or omissions of its respective officers, <br /> agents, employees, or any other third Parties for whom it is legally responsible in <br /> connection with performing this Agreement. This Agreement and the indemnity <br /> provided herein is not intended to and will not create any cause of action for the benefit <br /> of third parties or any person not a Party to this Agreement. This indemnity will survive <br /> the termination or expiration of this Agreement. <br /> 4.2 It is expressly understood and agreed that, in the execution of this Agreement, no Party <br /> waives, nor will be deemed hereby to have waived, any immunity or defense that would <br /> otherwise be available to it against claims arising in the exercise of governmental powers <br /> and functions. By entering into this Agreement, the parties do not create any obligations, <br /> express or implied,other than those set forth herein,and this Agreement will not create any <br /> rights in third Parties not signatories hereto. <br /> ARTICLE V MISCELLANEOUS <br /> 5.1 Applicable Law. This Agreement is governed by the laws of the State of Texas. <br /> 4 <br />