AgdaPkt 2019-05-06 Joint SA PFA - Laserfiche WebLink

Browse Search

6.A Are nen?fo fPr`RePoint Services City of Redwood City The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section. Without limiting the generality of the forgoing, Consultant shall defend the Indemnified Parties from and against any claire, suit, or action (an "Infringement Claim") by a third party that is based upon an allegation that any part of the Solution, including, without limitation, any technology or any other content made available to the Indemnified Parties by Consultant as part of this Agreement, infringes or otherwise violates the intellectual property (provided that with respect to patents it shall be limited to US patents) rights of such third party. Consultant shall also indemnify and hold harmless the Indemnified Parties from and against any final award of damages or settlement amounts for release of liability from any such Infringement Claim. In addition, if an Infringement Claim is made, or if Consultant has reason to believe such a claim may be made, Consultant may replace or modify the Solution to make it non -infringing, or procure a license for City under the rights allegedly infringed. If none of the options described in the preceding sentence is available to Consultant using commercially reasonable efforts, then Consultant may terminate this Agreement and refund to City a pro rata portion of the fees paid in advance for the Solution for the terminated portion of the Term. Consultant shall have no liability under this subsection with respect to any use or other exploitation of the Solution not in compliance with this Agreement or applicable law. This subsection states Consultant's sole liability to, and City's exclusive remedy, under this Agreement with respect to infringement or other violation of third party intellectual property rights. Notwithstanding the foregoing, Consultant will have no obligation under this Section or otherwise with respect to any infringement claim based upon (i) any use of the Solution not in accordance with this Agreement or for purposes not intended by Consultant, (ii) any use of the Solution in combination with other products, equipment, software, or data not supplied or specified by Consultant, (Iii) any use of any release of the Solution other than the most current release made available to Customer, or (iv) any modification of the Solution by any person other than Consultant or its authorized agents or subcontractors. Consultant shall not settle any Claim or Infringement Claim without the prior written approval of City, which approval may be unreasonably withheld or delayed. 9.0 TERM & TERMINATION 9.1 Initial Term. Unless earlier terminated in accordance with Section 9.3, this Agreement shall continue in full force and effect for five (5) years from the date of final delivery and acceptance of the software. 9.2 Automatic Renewals: This Agreement shall automatically renew for an additional one (1) year periods (a "Renewal Term") unless either party terminates this Agreement in writing, no less than thirty (30) days before the end of the Initial Term or any Renewal Term. The Initial Term and all Renewal Terms are collectively referred to as the "Term 9.3 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon ninety (90) days' prior written notice to the other party. REV: 04-23-19 PR Rage 8 of 64 ATTY/AGR.2019.106[TruePoint TrueBill Utility Billing System W