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The HOLD HARMLESS AGREEMENT (this “Agreement”) is made effective the date of sending by and between Access Control and Video Systems, Inc. (hereinafter, “ACAVS, INC” of San Jose, California and Customer/Caller (hereinafter, “Customer”). Access Control and Video Systems, Inc. and Customer/Caller are sometimes individually referred to as “Party” and collectively referred to as the “Parties.”
WHEREAS, ACAVS, Inc. will be performing the following services for CUSTOMER: support for Keri Systems Doors 32 software, including instructions for Doors32 database upgrades, installation and service issues, and other software support.
WHEREAS, in exchange for valuable consideration, CUSTOMER desires to hold harmless ACAVS, Inc. from any claims or litigation arising out of ACAVS, INC’s performance of the work of providing these services.
NOW THEREFORE, in consideration of the mutual covenants and conditions contained herein, CUSTOMER and ACAVS, INC hereby agree as follows:
1. Hold Harmless. CUSTOMER shall fully defend, indemnify, and hold harmless ACAVS, INC from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever (including without limitation all claims for monetary loss, property damage, equitable relief, personal injury, and or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful conduct on the part of ACAVS, INC, its officers, owners, personnel, employees, agents, contractors, invitees, or volunteers. This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and any reimbursements to CUSTOMER for all legal fees, expenses, and costs incurred by it.
2. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the actual legal power, right, and authority to make this Agreement and bind each respective Party.
3. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
4. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.
5. Attorneys’ Fees and Costs. If any legal action or other proceeding is brought in connection with this Agreement, the successful or prevailing Party, if any, shall be entitled to recover reasonable attorneys’ fees and other related costs, in addition to any other relief to which that Party is entitled. In the event that it is the subject of dispute, the court or trier of fact who presides over such legal action or proceeding is empowered to determine which Party, if any, is the prevailing party in accordance with this provision.
6. Entire Agreement. This Agreement contains the entire agreement between the Parties related to the matters specified herein and supersedes any prior oral or written statements or agreements between the Parties related to such matters.
7. Enforceability, Severability, and Reformation. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the Parties is to provide as broad an indemnification as possible under California law. In the event that any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under California law.
8. Applicable Law. This Agreement shall be governed exclusively by the laws of California, without regard to conflict of law provisions.
9. Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the federal and state courts of California. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue.
10. Signatures. This Agreement is signed on behalf of Access control and Video Systems, Inc. by William Wilson, Owner, and on behalf of Customer/Caller by “Contact Name”, and effective as of the date first written above. Access Control and Video Systems, Inc.