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provided to County in any solicited or unsolicited proposal. Sanborn warrants that the GIS services provided to County under this Agreement shall be free from defects in material and workmanship, as set forth in the specifications contained in any solicited or unsolicited proposal for a period of one (1) year after delivew. Furthermore, Sanborn warrants that all services provided by Sanbom hereunder shall not violate or conflict with any United States intellectual property rights of any third person including, but not limited to, copyrights, patents and trademarks. 5. Liability The Parties shall indemnify and hold each other and their officers and employees harmless from and against all claims, demands, suits, costs of defense, reasonable attorneys fees, witness fees of any type, losses, damages, expenses, and liabilities for injury or death of any person or persons, including but not limited to employees of the Parties, or damages to property, to which the Parties or their officers, agents or employees may be put or subjected as a result of any failure by either Party to fulfill its obligations hereunder by reasons of any negligence or default on the part of either Party's directors, officers or employees, provided either Party receives written notice within ten (10) business days of the assertion of any such claim against either Party whereupon the Party may at its option assume the defense and dispose of the claim in any manner of its choice (following which assumption the Party shall have no further obligation to the other Party for costs or expenses in connection therewith). 6. Term and Termination This Agreement shall be effective from the day noted in the preamble of this Agreement and shall remain in effect until terminated as provided in this Article. This Agreement may be terminated by either party without cause and for any or no reason upon thirty calendar days (30) days written notice to the other party. This Agreement may be terminated immediately for cause upon written notice by either party. If terminated for cause, the written notice shall state with specificity the cause or reasons for termination. Termination, with or without cause, shall not release the County of its obligation to pay for GIS Services provided in good faith prior to termination. 7. Notices Except as expressly provided otherwise in this Agreement, any notice required to be given pursuant to this Agreement shall be in writing and shall be either delivered personally to the party to be notified, or sent by registered or certified United States mail, first class postage prepaid, return receipt requested, addressed to the party to be notified at such party's address. Comvan¥: B. Craig McDaniel Vice President Sanborn Map Company, Inc. 1935 Jamboree Drive, Suite 100 Colorado Springs, CO 80920 County: Kay Blakeway Cass County GIS Coordinator 211 9th Street South Fargo, North Dakota 58108 Invoices and working documents may be hand delivered or sent by regular first class United States mail. Working documents, progress reports, computer documents, computer files, or computer software may be sent through electronic mail (e-mail). 8. Legal This Agreement shall be construed and governed in all respects by the laws of the State of North Dakota and in any action, special proceedings, or other proceeding brought, arising out of, in connection with, or by reason of this Agreement, the laws of the State of North Dakota shall be applicable and shall govern to Services Agreement between The Sanborn Map Company, Inc and Cass County, North Dakota