AgdaPkt 2019-09-23 Joint SA PFA - Laserfiche WebLink

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6.E. - Page 9 of 13 5.3. LICENSEE may terminate this LICENSE AGREEMENT and the LICENSE at any time by giving written notice thereof to SUN RIDGE and by destroying or returning to SUN RIDGE all copies of the SOFTWARE. 5.4. Upon any termination or expiration of this LICENSE AGREEMENT, an authorized representative of LICENSEE shall certify in writing to SUN RIDGE that all copies of the SOFTWARE which were the subject of the LICENSE have either been destroyed or returned to SUN RIDGE as required above. 6. INDEMNITY 6.1. INDEMNIFICATION OF SUN RIDGE BY LICENSEE. LICENSEE hereby agrees to indemnify, defend, and hold harmless SUN RIDGE and its officers, directors, shareholders, employees, and agents (the SUN RIDGE Indemnified Parties") from any and all claims, demands, liabilities, and costs, including attorney's fees, arising out of or relating to LICENSEE's or any of its directors, officers', employees' or agents' use or misuse of the SOFTWARE. This indemnity obligation shall survive the expiration, cancellation or termination of this LICENSE AGREEMENT. 6.2. INDEMNIFICATION OF LICENSEE BY SUN RIDGE. SUN RIDGE agrees to indemnify, defend, and hold harmless the LICENSEE and its officers, directors, shareholders, employees, and agents (the LICENSEE Indemnified Parties") from any and all claims, demands, liabilities, and costs, including attorney's fees, arising out of or relating to (i) any actual infringement of a third -party's intellectual property or (ii) the gross negligence or willful misconduct of any employee or agent of SUN RIDGE. This indemnity obligation shall survive the expiration, cancellation or termination of this LICENSE AGREEMENT. Notwithstanding the foregoing, LICENSEE expressly waives, releases, and agrees that neither SUN RIDGE nor any of the SUN RIDGE Indemnified Parties shall have any liability for any individual's or entity's lost business, direct damages, incidental or consequential damages, or any other claim arising out of or related to the use or implementation of the SOFTWARE. 7. WARRANTY/DISCLAIMER OF LIABILITY SUN RIDGE warrants that upon delivery the SOFTWARE substantially conforms to its Documentation and is free from defects which will materially impair its use. The LICENSEE's sole remedy for breach of this warranty will be repair or replacement of the SOFTWARE. SUN RIDGE will make reasonable efforts to correct errors in the SOFTWARE, but does not warrant that the SOFTWARE is error -free or will perform without interruption. LICENSEE has relied solely upon its own investigation and judgment in selecting the SOFTWARE, and not upon any representations or promises of SUN RIDGE except as may be expressly stated herein. REV: 09-09-19 EI ATTY/AGR.2019.235/Sun Ridge Systems (Page 6 of 10) 146