Laserfiche WebLink
any time thereafter, divulge, communicate or utilize, other than in the <br /> performance of Agency's obligations under this Agreement, any Confidential <br /> Information which Agency's or such person has acquired or may acquire, <br /> whether technical or non-technical, relating to the business and affairs of BI, <br /> including without limitation the ExacuTrack System and related documentation. <br /> 10. FORCE MAJEURE. <br /> BI shall not be liable for any delay in the performance or nonperformance which is due to <br /> causes beyond BI's control, including, but not limited to, war, fire, floods, sabotage, civil unrest, <br /> strikes, embargoes or delays, acts of God, acts of third parties, acts of governmental authority <br /> or any agent or commission thereof, accident, breakdown of equipment, failure of third-party <br /> telecommunications services (both wireless and wire systems), differences with employees or <br /> similar or dissimilar causes beyond BI's reasonable control. <br /> 11. AVAILABILITY <br /> The parties agree and acknowledge that the terms of this Agreement are conditioned upon and <br /> subject to the availability of Bl's ExacuTrackTr" products and service. BI shall not be liable for <br /> any delay in performance due to limited availability of ExacuTrack products and service. <br /> 12. SOFTWARE LICENSE INDEMNIFICATION. <br /> 12.1. BI shall indemnify Agency against the liabilities and costs arising from the <br /> infringement by the Licensed Software of any United States copyright or patent, <br /> or from the infringement of the trademark, trade secret, or unfair competition <br /> rights of a third party, provided that Agency promptly notifies BI in writing of the <br /> suit or any claim of infringement and that BI is permitted to control fully the <br /> defense and settlement of any claim or suit. Agency shall have the right, at its <br /> own expense, to appear through counsel of its own choosing. <br /> 12.2. BI shall have the right to settle any such claim or suit at its discretion and may <br /> procure the right to continue using the software at issue or substitute alternative <br /> substantially equivalent non-infringing software, computer programs and <br /> supporting documentation. <br /> 12.3. BI shall have no liability for any claim or suit based on any United States <br /> copyright or patent, or the trademark, trade secret, or unfair competition rights of <br /> a third party based on any modification done to the Licensed Software by the <br /> Agency. <br /> 12.4. Agency agrees to indemnify and hold BI and its employees, agents, and <br /> contractors, harmless from any and all claims of third parties resulting from or <br /> incidental to the Agency's use or operation of the Licensed Software. <br /> 13. ASSIGNMENT OF SOFTWARE LICENSE. <br /> Agency will not assign, sublicense, or otherwise transfer any of its rights under this Agreement <br /> or the license granted hereby without prior written consent of BI. <br /> 14. INSURANCE <br /> Each party hereto shall maintain comprehensive general liability insurance, including acts, <br /> errors or omissions and contractual liability insurance, in an amount not less than $1,000,000. <br /> Upon request, the parties hereto shall furnish to the other a certificate of insurance or other <br /> evidence that the required insurance is in effect. <br /> GPSEverett,city of,WA06 <br /> 6 <br /> 6 <br />