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of the benefits that COUNTY provides for COUNTY's employees. COUNTY is not to be considered an
<br />agent or employee of CoTEMR for any purpose, and the employees of COUNTY are not entitled to any of
<br />the benefits that CoTEMR provides for CoTEMR's employees.
<br />C. Each Party shall comply with all laws regarding workers' compensation insurance, as
<br />applicable and all other insurance, whether required by applicable law or othenrise. Neither Party shall
<br />have any authorization, express or implied, to bind the other to any agreement, settlement, liability, or
<br />understanding whatsoever, and agrees not to perform any acts as agent for the other except as expressly
<br />set forth herein. The compensation to be paid CoTEMR as provided for herein shall be the total
<br />compensation payable hereunder to CoTEMR by the COUNTY.
<br />D. Nothing herein shall be deemed to constitute COUNTY and CoTEMR as partners or joint
<br />venturers. Each of the Parties is a separate legal entity. CoTEMR is merely providing software to
<br />COUNTY as an independent contractor pursuant to this Agreement. Each of the Parties shall be solely
<br />and exclusively liable and responsible for its own negligent, reckless and/or intentional acts and
<br />omissions and for all of their respective costs and expenses.
<br />E. This Agreement does not confer any rights or benefits on any third person or legal entity
<br />B. DEFAULT. ln the event either Party hereto breaches any of the terms, provisions,
<br />covenants or obligations of this Agreement, the other Party shall give notice specifying such breach and
<br />give the breaching Party a thirty (30) day opportunity to cure the breach. ln the event the breach is cured
<br />within this thirty (30) day period, this Agreement shall not be in default. ln the event the breaching Party
<br />fails to cure the breach within this thirty (30) day period, such breaching Party shall be in default, and the
<br />other Party shall be entitled to terminate this Agreement at any time thereafter upon written notice to the
<br />other Party resulting in, among other things, an automatic termination of the accompanying Software
<br />License Agreement, and in addition shall be entitled to recover such out-of-pocket damages as actually
<br />and directly incurred as a direct result of a breach of this Agreement. Notwithstanding the foregoing,
<br />neither Party shall be liable to the other under any circumstances in the event of a default for any indirect,
<br />exemplary, punitive, general, special, statutory, incidental or consequential loss or damages of any kind
<br />or nature whatsoever.
<br />9. INDEMNIFICATION. The COUNTY agrees to indemnify CoTEMR and all of its officers,
<br />directors, stockholders, employees, agents, consultants, independent contractors from any and all claims,
<br />losses, damages, or liabilities (including attorneys' fees and costs) brought by any third person, including
<br />any inmate(s) at the FACILITY, arising out of the COUNTY'S performance or nonperformance of its
<br />obligations under this Agreement or arising from the use of any hardware or the Medical Records
<br />Software supplied by CorEMR, except as the same may the direct result of a breach of CoTEMR's
<br />obligations under this Agreement.
<br />10. COMPLIANCE WITH LAW. Each Party shall comply with all applicable local, state, and
<br />federal laws that may bear on their respective obligations under this Agreement.
<br />11. NOTICES. Any notice or other communication under this Agreement shall be in writing
<br />and shall be considered given when delivered personally, upon receipt by confirmed telefax, on delivery
<br />by a reputable overnight courier (receipt confirmed), certified mail, return receipt requested or four (4)
<br />days after the postmark date if mailed by United States First Class Mail, to the Parties at the addresses
<br />set forth below (or at such other address as a Party may specify by notice to the other):
<br />lf to CorEMR, to it at:
<br />John J. Probst, Manager
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