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11. General Terms Authority. Each person signing below represents that they are authorized to bind the party identified in their signature block. Entire Agreement. This document, together with any written exhibits or change orders signed by both parties, constitutes the parties' agreement for the services described here. Amendments. Any amendment to this Agreement must be in writing and signed by both parties. Order of Precedence. If a signed change order expressly conflicts with this Agreement, the signed change order controls only for the matter it addresses. Governing Law. This Agreement will be governed by the laws of the State of New York. 12. Indemnification and Insurance 12.1 Indemnification To the fullest extent permitted by applicable law, Alternative Information Systems (AIS) agrees to indemnify and hold harmless the Town of West Seneca, its officers, employees, and authorized representatives from and against third party claims, liabilities, damages, losses, and reasonable attorney's fees arising from personal injury, bodily injury, wrongful death, property damage, or cybersecurity incidents, but only to the extent directly caused by the negligent acts, errors, omissions, or willful misconduct of AIS, its employees, agents, or authorized representatives in performing services under this Agreement. AIS shall not be responsible for damages or claims arising from the negligence, misconduct, or actions of the Town, its employees, other service providers, or third parties, except to the extent AIS's own negligent acts or omissions contributed to such damages. Nothing in this provision shall be interpreted as a guarantee that cybersecurity incidents, system failures, service interruptions, or data loss cannot occur. 12.2 Insurance Requirements AIS agrees to procure and maintain, at its own expense, the following insurance coverage throughout the term of this Agreement: • Commercial General Liability Insurance with a combined single limit of not less than $1,000,000 per occurrence. • Cyber Liability Insurance with coverage limits of not less than $2,000,000. Such insurance shall provide coverage for applicable liabilities arising from AIS's performance of services under this Agreement, subject to the terms, conditions, and exclusions of the respective insurance policies. AIS shall provide the Town with a Certificate of Insurance evidencing the required coverage upon request and shall notify the Town in writing within ten (10) calendar days after AIS becomes aware of any material change in insurance carriers, cancellation, or material reduction in coverage. Alternative Information Systems 461 Ellicott St. ⚫ Buffalo, NY 14203 ⚫ (716) 831-9929 Page 28 of 172