THE CMS Clause Samples
THE CMS i3 will provide the Company with the CMS in accordance with this Agreement and any applicable dealer agreement(s), and except as herein and therein set forth i3 makes no guarantees as to any specific feature(s) of the CMS. If the Company requires configuration, set-up, support, and training services from i3 for the CMS, those services and related charges will be set out in a dealer agreement signed by both i3 and the dealer. Any such dealer agreements shall be subject to and governed by this Agreement, and by the provisions of i3’s Customer Care Policy: Technical Support and Services: Policies, Terms, Conditions & Warranty; Shipping Policy; RMA Policy; and Expired Warranty set forth on i3’s website. i3 alone (and its licensors, where applicable) is the owner of all right, title and interest, including all related Intellectual Property Rights, in and to i3’s Technology, the Content and the CMS. This Agreement is not a sale and does not convey to the Company any rights of ownership in or related to the CMS, the Content, i3’s Technology, or the Intellectual Property Rights owned by i3 or its licensors. i3 reserves the right to modify the CMS or its policies relating to the CMS in its discretion from time to time, provided that (i) i3 does not consider such modification to result in the CMS being materially worse than the CMS provided at the Effective Date or (ii) such modification has been agreed upon by the parties. i3 provides the CMS to the Company pursuant to the terms and conditions of this Agreement. The Company recognizes however that certain third-party providers of ancillary software, hardware, or services may require its agreement to additional of different license or other terms prior to the Company’s use of or access to such software, hardware, or services. Except as set forth in the Purchase Order Forms or Dealer Agreement, i3 makes no guarantees as to the continuous availability or performance of the CMS or any specific features of the CMS.
THE CMS written notice of a Claim shall provide the following information to permit timely and appropriate evaluation of the Claim, determination of responsibility, and opportunity for mitigation:
8.1.3.1 nature and anticipated amount of the impact, including all costs for any interference, disruption, hindrance, or delay, which shall be calculated in accordance with Section 7.7 and be a fair and reasonably accurate assessment of the damages suffered or anticipated by the CM;
8.1.3.2 identification of the circumstances responsible for causing the impact, including, but not limited to, the date or anticipated date, of the commencement of any interference, disruption, hindrance, or delay;
8.1.3.3 identification of activities on the Construction Progress Schedule that will be affected by the impact or new activities that may be created and the relationship with existing activities;
8.1.3.4 anticipated impacts and anticipated duration of any interference, disruption, hindrance, delay, or impact, and any remobilization period;
8.1.3.5 the CM’s planned actions to mitigate damages by avoiding interference, disruption, hindrance, delay, or impact; and
8.1.3.6 recommended action to avoid or minimize any interference, disruption, hindrance, delay, or impact.
THE CMS indemnification obligation under Section 7.4 exists regardless of whether or not and the extent to which the claim, damage, loss, fine, penalty, or expense is caused in part by a Person indemnified under Section 7.4. But nothing in Section 7.4 obligates the CM to indemnify any individual or entity from and against the consequences of that Person’s own negligence.
THE CMS indemnification obligation under Section 7.4 will not be limited by any insurance policy provided or required in connection with the Project.