02. Jail body scanner maintenance agreement

751 Park of Commerce Drive, Suite 116 Boca Raton, Florida 33487 Main: (561) 893-8484 Service: (800) 288-1722 SVC # ______ Rev. 1/1/2020 PAGE: 5 OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY (WHETHER CONTRACT, STRICT LIABILITY OR TORT), IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES OR PARTS PROVIDED AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. Unless prohibited by law, no action arising out of or relating to this Agreement, regardless of the form of action, may be brought by Customer more than one (1) year after the action accrued. No Assignment – Customer will inform CUSA promptly in writing of any change of name, change of any office location, or change of legal form of its business. Customer cannot assign this Agreement without CUSA’s prior written consent (which consent will be in CUSA’s sole discretion), and any attempted assignment without such consent will be void. Restrictions on Hiring Employees - Customer acknowledges that CUSA has invested considerable amounts of time and money in training its employees in the systems, procedures, methods, forms, reports, formulas, computer programs, plans, techniques and other valuable information that are proprietary and unique to CUSA’s manner of conducting its business and that CUSA makes such information available to its employees, its parent and its affiliates, on a confidential basis. Therefore, Customer agrees that no employees of CUSA, its parent or its affiliates, will be hired by Customer or its subsidiaries, affiliates or facilities for the Term of this Agreement and twelve (12) months thereafter, and that Customer will not permit any employees of CUSA, its parent or its other affiliates to provide services for Customer or any of its subsidiaries, affiliates or facilities indirectly (through consulting contracts, contracts with third parties that employ or otherwise retain any CUSA employees, or otherwise) for the Term of this Agreement and twelve (12) months thereafter. Customer agrees that if Customer or any of its subsidiaries, affiliates or facilities violates the obligations set forth in this Section, Customer will pay to CUSA, and CUSA will accept as liquidated damages and not as a penalty, an amount equal to two (2) times the annual salary of the employee(s) retained or allowed to work for Customer in violation of this Section. Customer agrees that the foregoing restrictions are reasonably necessary to protect CUSA’s legitimate business interest and that they are reasonable as to their scope and duration. Personal Data - Customer will comply with applicable federal, state and local laws, regulations, rules, and ordinances related to data security and privacy with respect to the Equipment and will obtain all necessary rights, permissions and/or consents to permit CUSA or its designated representative, in the performance of CUSA’s obligations under the Agreement, to access, view, use, transfer, store, or otherwise process data that could be used to identify, contact or locate an individual (“Personal Data”) that may be collected by, used on, stored on, or otherwise processed by the Equipment. Neither CUSA nor its designated representative has an obligation, at any time, to delete, erase or overwrite any Personal Data. Customer agrees to defend, indemnify and hold CUSA, its parent and their affiliates harmless from any claim, loss, damage, liability or expense (including attorneys’ fees and court costs) incurred by CUSA, its parent or any of their affiliates as a result of claims asserted against CUSA, its parent or any of their affiliates in connection with Customer’s breach of this Section. Miscellaneous - The headings in this Agreement are inserted for convenience of reference only and will not constitute a part hereof. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all previous proposals and agreements whether oral or written. Only those representations or statements contained in this Agreement will be binding upon CUSA as a warranty or otherwise. Customer’s acceptance of this Agreement is expressly limited to these Terms and Conditions and the terms and conditions set forth elsewhere in this Agreement, and Customer may not modify, add, delete or otherwise alter any of the terms and conditions set forth in this Agreement. No amendment, modification or alternation of the terms and conditions set forth in this Agreement will be binding unless the same is set forth in a writing which expressly states such intent, and such writing is dated subsequent to the date hereof and approved and executed by a duly authorized officer of each party, unless otherwise provided herein. No work orders, service requests, purchase orders, invoices or similar instructions delivered to CUSA by Customer or otherwise made by Customer will amend, alter or modify this Agreement (except as provided in the preceding sentence), but rather will be deemed requests subject to, and in all cases superseded by and subject to, the terms and conditions of this Agreement. Neither party will be liable to the other for failure to perform because of causes or events beyond the control of the parties which cannot be foreseen (or if foreseeable, are unavoidable) and which prevent or hinder the performance of the party’s obligations under this Agreement. No provision of this Agreement will be deemed waived by course of conduct, unless such waiver is made in a writing signed by the parties stating that it is intended specifically to modify this Agreement, nor will any course of conduct operate or be construed as a waiver of any subsequent breach of this Agreement, whether of a similar or dissimilar nature. If any term or provision of this Agreement is held invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining terms and provisions will not be affected or impaired. A copy of a signature on this Agreement will have the same force and effect as an original ink signature. In the performance of CUSA’s obligations under this Agreement, CUSA will at all times act as and be deemed an independent contractor. Nothing in this Agreement will be construed to render CUSA or any of its employees, agents or officers, an employee, joint venture, agent or partner of Customer. Neither party is authorized to assume or create any obligations or responsibilities, express or implied, on behalf of the other party, except as may be specifically provided for herein. The employees, methods, facilities and equipment of CUSA will at all times be under CUSA’s exclusive direction and control. CUSA reserves the right to perform any of its obligations hereunder through its authorized subcontractors or agents. The Sections titled Term and Termination Charges, Exclusions of Warranty and Limitation of Liability, Restriction on Hiring Employees, Personal Data (with respect to indemnity obligations therein), and Law Governing Agreement will survive the termination or expiration of this Agreement. Law Governing Agreement; Disputes - This Agreement is made within the State of New York and this Agreement and any dispute, claim or controversy between the parties arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law provisions. Customer hereby consents to the exclusive jurisdiction and venue of the federal