Laserfiche WebLink
Non-Disclosure Agreement shall be deemed to restrict or prohibit CJS from providing to <br /> others services and deliverables the same as or similar to the Services and Deliverables. <br /> 7. Intellectual Property <br /> (a) CUSTOMER and CJS shall each retain ownership of, and all right,title,and interest <br /> in and to,their respective pre-existing Intellectual Property.No license therein, <br /> whether express or implied, is granted by this Agreement or as a result of the <br /> Services performed hereunder. To the extent the parties wish to grant to the other <br /> rights or interests in pre-existing Intellectual Property, separate license agreements on <br /> mutually acceptable terms will be executed. <br /> (b) CJS grants to CUSTOMER a royalty-free, paid up,worldwide,perpetual,non- <br /> exclusive,non-transferable license to use any CJS Intellectual Property incorporated <br /> into any Deliverable, solely for CUSTOMER's use of that Deliverable for its internal <br /> business purposes. CJS shall retain ownership of and unrestricted right to use any <br /> Intellectual Property derived in any fashion or manner hereunder, including from its <br /> pre-existing Intellectual Property. The Services performed and any Deliverables <br /> produced pursuant to this Agreement are not"works for hire." <br /> (c) As used herein,"Intellectual Property"shall mean inventions(whether or not <br /> patentable),works of authorship,trade secrets,techniques,know-how, ideas, <br /> concepts,algorithms, and other intellectual property incorporated into any <br /> Deliverable whether or not first created or developed by CJS in providing the <br /> Services. <br /> 8. Taxes <br /> (a) In no event whatsoever shall CJS be liable for sales, use, business, gross receipts or <br /> any other tax that may be levied by any State or Federal Government entity against a <br /> contractor to such governmental entity other than taxes upon income earned by CJS <br /> for the goods and/or services provided pursuant this Agreement.This exclusion of tax <br /> liability is also applicable to any goods and/or services that may be provided by CJS <br /> under any later amendment hereto regardless of changes in legislation or policy. <br /> (b) In the event a taxing authority conducts an audit of this Agreement and determines <br /> that an additional tax should have been imposed on the Services or Deliverables <br /> provided by CJS to CUSTOMER(other than those taxes levied on CJS's income), <br /> CUSTOMER shall reimburse CJS for any such additional tax, including interest and <br /> penalties thereon. Similarly, if a taxing authority determines that a refund of tax is <br /> due as it relates to the Services or Deliverables provided by CJS to CUSTOMER <br /> (except those taxes relating to CJS's income), CJS shall reimburse CUSTOMER such <br /> refund, including any interest paid thereon by the taxing authority. <br /> 9. Termination for Default <br /> (a) Either party may terminate this Agreement if(i)the other party fails to perform a <br /> material obligation of the Agreement and such failure remains uncured for a period of <br /> 30 days after receipt of notice from the non-breaching party specifying such failure, <br /> or(ii)a party ceases to conduct business,becomes or is declared insolvent or <br /> bankrupt, is the subject of any proceeding relating to its liquidation or insolvency <br /> December 2015 3 of 14 <br />