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Docusign Envelope ID: 1BD62A30-BDC3-4600-B45A-9435E6916BEA
<br />11.21 Non -Conforming Services. The acceptance by the Customer of any non -conforming
<br />goods/services under the terms of this Agreement or the foregoing by the Customer of any of the
<br />rights or remedies arising under the terms of this Agreement shall not constitute a waiver of the
<br />Customer's right to conforming services or any rights and/or remedies in respect to any
<br />subsequent breach or default of the terms of this Agreement. The rights and remedies of the
<br />Customer provided or referred to under the terms of this Agreement are cumulative and not
<br />mutually exclusive. Notwithstanding any provision of this Agreement to the contrary, Flock shall
<br />not be relieved of liability to the Customer for damages sustained by the Customer by virtue of
<br />any breach of the contract by Flock. The Customer may withhold any payment to Flock for the
<br />purpose of setoff until such time as the exact amount of damages due the Customer from Flock is
<br />determined.
<br />11.22 Conflict of Interest. Flock shall comply with all conflict of interest laws, ordinances, and
<br />regulations now in effect or hereafter to be enacted during the term of this Agreement. Flock
<br />warrants that it is not now aware of any facts that create a conflict of interest. If Flock hereafter
<br />becomes aware of any facts that might reasonably be expected to create a conflict of interest, it
<br />shall immediately make full written disclosure of such facts to the Customer. Full written
<br />disclosure shall include, but is not limited to, identification of all persons implicated and a
<br />complete description of all relevant circumstances. Failure to comply with the provisions of this
<br />subparagraph shall be deemed a material breach of this Agreement.
<br />11.23 Indemnification. Flock shall indemnify, hold harmless and defend the Customer, its
<br />officials, agents, and employees against any and all liability, losses, costs, damages, expenses,
<br />claims or actions, including reasonable attorney's fees, which the Customer, its officials, agents,
<br />or employees may hereafter sustain, incur or be required to pay, arising out of or by reason of any
<br />act or omission of Flock, or its subcontractors, and their officers, agents or employees, in the
<br />execution, performance, or failure to adequately perform the Flock's obligations pursuant to this
<br />Agreement.
<br />11.24 Infringement. Complementary to other "hold harmless" provisions included in this
<br />Agreement, Flock shall, without cost to the Customer, defend, indemnify, and hold the Customer,
<br />its officials, officers, and employees harmless against any and all claims, suits, liability, losses,
<br />judgments, and other expenses arising out of or related to any claim that the Customer's use or
<br />possession of the software, licenses, materials, reports, documents, data, or documentation
<br />
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