15 - Agreement with SpearTip's Shadow Spear Platform

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MSA 2021 failure to use any new or corrected versions of the item made available by SpearTip; (d) SpearTip's adherence to Client's specifications or instructions; or (e) any third party software, e.g., software licensed by Oracle Corporation or hardware. Other than for the remedies for alleged infringement, SpearTip's indemnification obligations hereunder shall be subject to the limits of its insurance policies specified in Section 11 above. 13.2 Client. Without limiting SpearTip's liability to Client for non-performance under the Agreement, each of the parties acknowledges and agrees that by entering into and performing its obligations under the Agreement, SpearTip will not assume and should not be exposed to the business and operational risks associated with Client's business. Therefore, except for claims covered by Section 13.1, Client will, at its own expense, indemnify, settle or defend SpearTip in all claims or actions by third parties arising out of or relating to the conduct of Client's business, including without limitation, the acquisition or use by Client of any Deliverable or Services to be provided by SpearTip under the Agreement, any claims for infringement or misappropriation of a third -party's intellectual property rights attributable to Client's products and/or services and rights to third party products provided by Client to SpearTip for use in the Services and claim of personal injury or property damage caused or alleged to be caused by Client or Client's employees; and Client will pay all settlements, costs, damages and legal fees and expenses finally awarded provided that SpearTip promptly notifies Client in writing of the proceeding, provides Client a copy of all information received by SpearTip with respect to the proceeding, cooperates with Client in defending or settling the proceeding, and allows Client to control the defense and settlement of the proceeding, including the selection of attorneys. SpearTip may, at its option, observe the proceeding and confer with Client at its own expense. If, because of Client's negligence, SpearTip or SpearTip's employees, subcontractors, or agents suffer personal injury or damage to tangible property, Client will reimburse SpearTip for that portion of any claims SpearTip pays for which Client is legally liable, plus any reasonable legal fees and court costs incurred by SpearTip. 14. TERM AND TERMINATION 14.1 Term. This Agreement will be for a period of three (3) years ("Term") commencing on the Effective Date. This Agreement will automatically be renewed for successive three-year periods, unless a party provides the other with written notice at least 45 calendar days prior to its next scheduled expiration stating that it does not wish for this Agreement to be renewed. If this Agreement expires, its terms and conditions will continue to apply to any SOW/Proposal then in effect until the SOW/Proposal expires or terminates. 14.2 Termination of a Statement of Work/Proposal for Convenience. Either party may terminate any outstanding SOW/Proposal, or any portion of a SOW/Proposal, for convenience upon at least 60 calendar days' prior written notice to the other party. Upon receipt of such notice, SpearTip will take steps to wind down work in progress in an orderly fashion during the notice period. At the end of the notice period and upon payment by Client as outlined below, SpearTip will deliver to Client whatever Deliverables, completed or in -progress, that then exist. 14.3 Termination of a Statement of Work for Cause. If either party believes that the other party has failed to perform an obligation a party is obliged to perform under a SOW/Proposal that is so fundamental that the failure to perform the obligation defeats the essential purpose of the SOW/Proposal