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3.3 Remedv. Hyland's sole obligation, and Customer's sole and exclusive remedy, for any non -conformities to the express limited warranties under Sections 3.1 or 3.2 shall be as follows: provided that, within the applicable 60 -day period, Customer notifies Hyland in writing of the non -conformity, Hyland will either (a) repair or replace the non-conf nming Supported Software module or Work Product, which may include the delivery of a commercially reasonable workaround for the nonconformity; or (b) if Hyland determines that repair or replacement of the Supported Software module or Work Product is not commercially practicable, then terminate this Agreement with respect to the nonconforming Supported Software module or with respect to the nonconforming Work Product, in which event, upon compliance by Customer with its obligations under Section 6.2 of this Schedule, Hyland will refund any portion of the Software license fees and annual maintenance fees paid prior to the time of such termination with respect to such Supported Software or the services fees paid prior to the time of such termination with respect to the creation and implementation of such Work Product. 3.4 Maintenance. Upon the expiration of the warranty provided in Section 3. 1, and solely for the period, if any, that begins with the expiration of the warranty provided in Section 3.1 and ends with the commencement of the Initial Maintenance Period all Errors will he supported in accordance with the Maintenance Schedule. 4. SOFTWARE LICENSE FEES 4.1 Initial Software Licensed. On or after the Effective Date, Hyland shall invoice Customer for the Software license fees specified in the Initial Purchase Table Schedule. Customer shall pay such invoice in full in accordance with the General Terms. 4.2 Follow-on Purchases of Licenses of Software. Software license fees for follow-on purchases of licenses of Software shall be determined at Hyland's retail list prices in effect at the time Customer submits its applicable purchase orders, or at such other prices as the parties may mutually agree upon. Hyland shall invoice Customer for such Software license fees on or atter Hyland's acceptance of Customer's applicable purchase orders. Customer shall pay such invoices in full in accordance with the General Terms. 5. INFRINGEMENT INDEMNIFICATION. 5.1 Generally. Hyland agrees to defend, indemnify, and hold harmless Customer against all liability and expense, including reasonable attorneys' fees, arising from or in connection with any third party claim, action or proceeding instituted against Customer based upon any alleged or actual infringement or misappropriation by the Software or Work Products of any patent, copyright, trademark, or other intellectual property right, provided that Hyland: (a) is notified immediately after Customer receives notice of such claim; (b) is solely in charge of the defense of and any settlement negotiations with respect to such claim; (c) receives Customer's reasonable cooperation in the defense or settlement of such claim, provided that Hyland will not agree to any settlement acknowledging liability on the part of the City without obtaining the City's prior written consent; and (d) has the right, upon either the occurrence of or the likelihood (in the opinion of Hyland) of the occurrence of a finding of infringement or misappropriation, either to procure for Customer the right to continue use of the Software or Work Products, or to replace the relevant portions of the Software or Work Products with other equivalent, non -infringing portions. 5.2 Removal and Refund. If Hyland is unable to accomplish either of the options set forth in Section 5.1(d), Hyland shall either: (a) remove the infringing portion of the Software and/or Work Products and refund to Customer: (1) if applicable, the full Software license fees paid by Customer, plus the `unused portion of annual maintenance fees" (as defined in Section 5.2 of the Maintenance Schedule) paid by Customer for the then -current maintenance period under the Maintenance Schedule as determined from the date of removal, in each case with respect to the infiinging portion of the Software; and/or (2) if applicable, the full services fees paid by Customer for the creation and implantation of the infringing Work Products; or (b) if the removal of the infringing Software or Work Products renders all of the Software and Work Products essentially useless to Customer for the uses Customer previously has been making of the Software and Work Products in accordance with this Agreement, and at the election of Customer in such a case, remove the entire Software and Work Products, terminate this Agreement and refund to Customer. (1) the Software license fees paid by Customer (if any); plus (2) the unamortized Software license fees (determined as provided below) paid by Customer for all non -infringing portions of Software; plus REV: 01-09-1815 Page 14 of 51 ATTY/AGR.2018.001/Hyland Onbase ACMS