AgdaPkt 2002-11-04 - Laserfiche WebLink

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· ' subject to the limitations of the Section entitled Limitation of Liability of this Agreement. C. THE REMEDIES PROVIDED IN THIS SECTION OF THE AGREEMENT WILL BE THE FULL EXTENT OF MOTOROLA'S LIABILITY IN THE EVENT OF DEFAULT. SECTION 13 INDEMNIFICATION AND INSURANCE A. HOLD HA1LMLESS. It is agreed that Motorola shall defend, hold harmless and indemnify the County, the JPA and its members, and their officers, agents, and/or employees from any and ail claims for injuries to persons and/or damage to property which arise out of the terms and conditions of this Agreement and which result from the negligent acts or omissions of Motorola, its officers, agents and/or employees. B. PATENT AND COPYRIGHT INFRINGEMENT. Motorola will defend, at its own expense, any suit brought against the Customer to the extent that it is based on a claim that the Equipment or Motorola Software infringe a United States patent or copyright, and Motorola will pay those costs and damages finally awarded against the Customer in any such suit which are attributable to any such claim, but such defense and payments are conditioned on the following: i) Motorola must be notified promptly in writing by Customer of any notice of such claim; ii) Motorola will have sole control of the defense of such suit and all negotiations for its settlement or compromise; and iii) should the Equipment or Motorola Software become, or in Motorola's opinion be likely to become, the subject of a claim of infringement of a United States patent or copyright, Customer will permit Motorola, at its option and expense, either to procure for Customer the right to continue using the Equipment or Motorola Software or to replace or modify the same so that it becomes non-infringing or to grant Customer a credit for the Equipment or Motorola Sofhvare as depreciated and accept its return. The depreciation amount will be based upon generally accepted accounting standards for such Equipment and Software. Motorola will have no liability with respect to any claim of patent or copyright infringement which is based upon the combination of the Equipment or Motorol,. Software furnished hereunder with software, apparatus or devices not fumishc.i 3y Motorola, nor will Motorola have any liability for the use of ancillary equipment or software not furnished by Motorola which is attached to or used in connection with the Equipment. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment and Motorola Software or any parts thereof. C. Motorola's indemnification of Customer under this Section will be the full extent of Motorola's indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 12