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AgdaPkt 2018-07-23 Joint SA PFA
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AgdaPkt 2018-07-23 Joint SA PFA
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Last modified
7/24/2018 4:47:34 PM
Creation date
7/19/2018 7:49:46 PM
Metadata
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Template:
CC Index
CC Index - Document Type
Agenda Packet
Meeting Type
Joint
Agency Type
City Council and Successor Agency and Public Financing Authority
Date
7/23/2018
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6.2.B. - Page 63 <br />Section 6.2 Tile Customer acknowledges that no Intellectual Property Rights will be <br />transferred to the Customer in relation to Third Party Software, except to the extent provided <br />hereinabove. <br />Section 6.3 the Customer acknowledges and agrees to comply with any and all end <br />user license conditions of Third Party Licenses, including, but not limited to end user license <br />conditions for embedded Microsoft software and end user license condition for embedded Oracle <br />software. <br />Section 6.4 Without prejudice to the above all Third Party Licenses shall be on terms <br />as the third party shall specify. <br />S&B shall only be obliged to procure licenses of the object code and not the source code <br />of any Third Party Software that is supplied in compiled form. <br />S&B shall have no liability in respect of losses or damages resulting from Third Party <br />Software or Third Party Documentation or by any failure by the Customer to use the Third Party <br />Software or Third Party Documentation in accordance with the Third Party Licenses. <br />Section 6.5 if the Customer wishes to make any change to how it uses any Third <br />Party Software or Third Party Documentation, differing from that originally requested tinder the <br />Contract or envisaged by the Contract, it is the responsibility of the Customer to obtain any <br />corresponding licenses from the producer of the Third Party Software or Third Party <br />Documentation. <br />Section 7. S & B does not warrant that the operation of S&B Licensed Materials will be <br />uninterrupted or error free. For a period outlined in contract or support agreement documents, S & B <br />warrants with respect to the S&B Licensed Materials (1) that they will perform without errors which <br />would significantly affect its ability provide that functionality; and (2) the software will operate <br />substantially in accordance with the functional specifications in Exhibit A to the Master Agreement <br />(Scope of Work). S & B will correct any material nonconformance of the Licensed Materials reported by <br />Customer. This warranty is contingent upon customer advising S & B of any failure of S&B Licensed <br />Materials to perform. The notice to S & B shall specifically identify error or errors. <br />Section 8. Intellectual Property Indemnity. S & B shall defend, indemnify, save and hold <br />harmless Customer from and against any claims, losses, damages, fees, costs and expenses incurred by <br />Customer arising out of or in connection with a third party's claim of infringement or alleged <br />infringement of any United States patent, copyright, trademark, trade or business secret, service mark or <br />any other proprietary right based solely on the S&B Licensed Materials licensed hereunder and used by <br />Customer strictly in accordance with the terms of this License Agreement provided that: <br />8.1 Customer promptly, and in any event, within ten (10)'days of becoming aware of the <br />claim, notifies S & B in writing of such claims; <br />8.2 Customer gives reasonable assistance to S & B in the defense or settlement of such <br />claims; and <br />8.3 S & B has the sole right to conduct the defense of such claim or to settle such claim. <br />8.4 In addition, in the event S&B Licensed Materials licensed hereunder zfd held in such suit <br />to be infringing or misappropriating or their use by Customer is enjoined or limited in any manner, or S & <br />REV: 09-10-15 VR <br />Page 60 of 61 <br />ATTYIAGR.2015.2171Scheidt & Bachmann IDSA, Inc. Parking Garage Equipment <br />
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