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Phone: 305-792-1953
<br />Email: gcuevas@sibfl.net
<br />Attention: Genesis Cuevas
<br />12. Force Maieure.
<br />Neither Party shall be responsible for failure to fulfill its obligations hereunder, or be liable for damages resulting from delay in
<br />performance as a result of war, fire, strike, riot or insurrection, natural disaster, pandemic or epidemic, delay of carriers,
<br />governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment, software, or services from
<br />suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control
<br />of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents,
<br />contractors, or elected officials, and/or other occurrences beyond the Party's reasonable control ("Excusable Delay"
<br />hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise
<br />reasonably necessary to compensate for such delay.
<br />13. Indemnification,
<br />13.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer from any and all
<br />Claims or liability, including attorneys' fees and costs, brought by a third party, allegedly arising out of, in connection
<br />with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act,
<br />error or omission of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of
<br />CentralSquare's or any subcontractor's performance pursuant to this Agreement; however, CentralSquare shall not be
<br />required to indemnify Customer for any claims caused to the extent of the negligence or wrongful act of Customer, its
<br />employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a'Claim or liability results
<br />from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors,
<br />CentralSquare's obligations under this provision shall be reduced to the extent of such actions or omissions based upon
<br />the principle of comparative fault.
<br />13.2. Customer Indemnification. To the extent allowable by law, Customer shall indemnify, defend, and hold harmless
<br />CentralSquare from any and all Claims or liability, including attorneys' fees and costs, allegedly arising out of, in
<br />connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or
<br />negligent act, error or omission of Customer, its employees, agents, contractors, or any subcontractor a result of
<br />Customer's or any subcontractor's performance pursuant to this Agreement; however, Customer shall not be required
<br />to indemnify CentralSquare for any Claims or actions caused to the extent of the negligence or wrongful act of
<br />CentralSquare, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a
<br />Claim or liability results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents
<br />or contractors, Customer's obligations under this provision shall be reduced to the extent of such actions or omissions
<br />based upon the principle of comparative fault, Nothing herein is intended to waive Customer's sovereign immunity
<br />pursuant to Section 768.28, Fla.Stat.
<br />13.3. "Claim" in this Section 13 means any claim, cause of action, demand, lawsuit, dispute, inquiry, audit, notice of violation,
<br />proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative,
<br />regulatory or other, whether at law, in equity, or otherwise.
<br />14. Termination.
<br />14.1. Either Party may terminate this Agreement for a material breach in accordance with this subsection. In such event, the
<br />disputing Party shall deliver written notice of its intent to terminate along with a description in reasonable detail of the
<br />problems for which the disputing Party is invoking its right to terminate and the specific requirement within this Agreement
<br />or any exhibit or schedule hereto that the disputing Party is relying upon. Following such notice, the Parties shall
<br />commence dispute resolution procedures in accordance with the dispute resolution procedure pursuant to Section 17.
<br />14.2. CentralSquare shall have the right to terminate this Agreement based on Customer's failure to pay undisputed amounts
<br />due under this Agreement more than ninety (90) days after delivery of written notice of non-payment.
<br />15. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement
<br />15.1. All rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall
<br />immediately cease all use of CentralSquare's Confidential Information and the Solutions, and within thirty (30) days
<br />deliver to CentralSquare, or at CentralSquare's request destroy and erase CentralSquare's Confidential Information
<br />from all systems Customer directly or indirectly controls; and
<br />15.2. All licenses, access or subscription fees, services rendered but unpaid, and any amounts due by Customer to
<br />CentralSquare of any kind shall become immediately payable and due no later than thirty (30) days after the date of the
<br />termination or expiration, including anything that accrues within those thirty (30) days.
<br />MORE INFORMATION AT CENTRALSQUARE.COM
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