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Agmt23 Lyngsoe Systems
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Agmt23 Lyngsoe Systems
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Last modified
6/22/2023 2:36:17 PM
Creation date
6/22/2023 2:34:48 PM
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Agreement
Contractor Name
Lyngsoe Systems Inc.
RMP File Number
304
Date
6/1/2023
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<br />Page 35 of 36 <br />June 16, 2022 Project B26030-000 <br />185.683.001 Redwood City Public Library <br /> Downtown Branch <br /> <br />“Use or disclosure of proposal data is subject to the restriction(s) on the confidentiality page of this proposal.” <br />10. ELECTRONIC SIGNATURES AND AGREEMENTS <br />You acknowledge and agree that by clicking on the button labelled "SUBMIT", "DOWNLOAD", "I ACCEPT" or such similar links or methods as may <br />be designated by LYNGSOE to download the LYNGSOE Software to accept the terms and conditions of this Agreement, you are submitting a <br />legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute <br />your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, YOU <br />HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC <br />DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE LYNGSOE <br />SOFTWARE. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any <br />jurisdiction which require an original signature or delivery or retention of non-electronic records. <br />11. General Provisions <br />LYNGSOE reserves all rights not expressly granted herein. LYNGSOE may modify this Agreement at any time by providing such revised Agreement <br />to you or posting the revised Agreement on its website located at www. LYNGSOE.com. Your continued use of the LYNGSOE Software shall <br />constitute your acceptance of such revised Agreement. You may not assign this Agreement or any rights hereunder. Nothing in this Agreement <br />shall constitute a partnership or joint venture between you and LYNGSOE. Should any term or provision hereof be deemed invalid, void or <br />unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect. <br />The failure of LYNGSOE at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to <br />enforce the same unless the same is waived in writing. This Agreement shall be governed by and construed in accordance with the Maryland laws <br />without regard to its conflict of law rules. Any legal proceeding arising out or relating to this Agreement will be subject to the exclusive jurisdiction <br />of any court of Maryland and you irrevocably consent to the jurisdiction of such courts. The terms set forth in this Agreement and any related service <br />agreements constitute the final, complete and exclusive agreement with respect to the LYNGSOE Software and may not be contradicted, explained <br />or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms. LYNGSOE may <br />at its sole discretion assign this Agreement to a subsidiary or sister company, without giving prior notice. YOU EXPRESSLY ACKNOWLEDGE <br />THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH <br />HEREIN. BY CONTINUING TO INSTALL THE LYNGSOE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND <br />CONDITIONS AND GRANT TO LYNGSOE THE RIGHTS SET FORTH HEREIN. <br />© Lyngsoe Systems A/S 2015, Lyngsoe End User License version effective as of 1 July 2015. <br />APPENDIX 2 <br />LYNGSOE TERMS FOR ENGINEERED GOODS <br />In the event that the Goods referred to in the GTCS are “made to order” (“Engineered Goods”), the following conditions shall apply in addition to <br />the applicable terms of the GTCS and any written agreement between the parties regarding such Engineered Goods. <br />1. Tools <br />1. Any auxiliary models, tools, models, molds etc. (hereinafter referred to as "Tools") produced or manufactures by LYNGSOE whilst completing <br />the contractually agreed work do not constitute an integral part of the work performance of developing and/or manufacturing the Engineered Goods <br />and will remain the property of LYNGSOE. LYNGSOE will store the Tools for a period of 6 months following acceptance of the Engineered Goods <br />by the Principal, without acknowledging any legal obligation in this respect. <br />2. Acceptance and Tests <br />Insofar as the Engineered Goods calls for an approval test, this test must be carried out without undue delay on the part of the Customer. Should <br />the Customer fail to approve the Engineered Goods within 14 days of notice of completion and/or delivery, the Engineered Goods will be considered <br />to have been duly approved and accepted, provided that during this period there has been no complaint of any defect which would impede <br />acceptance. A partial approval test may, in accordance with the above-mentioned provisions, be requested for independent partial performances. <br />3. Inventions <br />In the event of any inventions which might lead to industrial property rights arising as a result of the contractually agreed work for the Engineered <br />Products, then the only party entitled to register such intellectual property rights will be the party whose employees or agents have made the <br />invention. If, in the context of the contractually agreed work for the Engineered Products, inventions are made in which the employees or agents of <br />more than one party are involved (hereinafter referred to as “Joint Inventions”), then separate arrangements will be made in each individual case <br />to decide who is to register any intellectual property rights and where. <br />Registration may also be made jointly, in which case each party will bear the proportion of the costs commensurate with its share in the invention. <br />In the event of Joint Inventions or joint property rights and/or copyrights, each party is entitled, at any time, to waive its share in favor of the other <br />party. The party waiving such rights will, in a timely manner, make any provisions and arrangements necessary to enable the other party to <br />protect its interests. <br />CONFIDENTIALITY <br />Information, data and drawings embodied in this proposal are strictly confidential and are supplied on the understanding that they will be held <br />confidentially and not disclosed to third parties without the prior written consent of Lyngsoe Systems.
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