Agenda - Council - 12/11/2007 - Laserfiche WebLink

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• 7.1 Either party may modify this Agreement or any Schedule(s) through mutual agreement of both parties. 7.2 In the Event of Default, as defined in Section 9 below, the non-defaulting .party may terminate this Agreement or any Schedule(s). 7.3 In the event of modification for any reason, Customer will pay all amounts due and payable under this Agreement up to the effective date of modification, and Customer may retain and use any products or services delivered to Customer prior to the date of modification as governed by the terms and good standing of the Agreement. 8 Events of Default. 8.1 Customer's failure to make payments as provided herein. 8.2 A party's failure to perform any material covenant, agreement, obligation, term or condition contained herein; provided, however, the party's failure to perform as provided in this Section 9.2 shall .not be an Event of Default if the defaulting party cures such default within thirty (30) days of receipt of written notice of default from the non-defaulting party or if the default cannot be cured within thirty (30) days, if the defaulting party commences cure within thirty (30) days of receipt of written notice and proceeds to cure such default within a reasonable period of time. 8.3 A party ceases to do business as a going concern, makes an assignment for the benefit of creditors, admits in writing its inability to pay debts as they become due, files a petition in bankruptcy (except in connection with a reorganization under which the business of such party is continued and performance of all of its obligations under this Agreement shall continue) or appoints a receiver, acquiesces in the appointment of a receiver or trustee, or liquidator for it or any substantial part of its assets or properties: 9 Remedies on Default. In addition to the right of modification provided in Section 8.3 above, the non- defaulting party shall have all of the rights and remedies available in law and in equity. • 10 Hold Harmless and Indemnification. 10.1 By OPUS21. OPUS21 shall indemnify, defend and hold harmless Customer against any loss, damage or expense incurred by Customer as a result of claims, actions or proceedings brought by any third party arising out of OPUSZ''s performance of this Agreement including Customer's reasonable attomey's fees and any money damages or costs awarded in respect of any such claim(s) and any suit raising any such claim(s); provided, however, that (a) Customer shall have given OPUSZ' prompt written notice of any such claim demand, suit or action; (b) Customer shall cooperate with said defense by complying with OPUS~''s reasonable instructions and requests to Customer in connection with said defense; and (c) OPUSZ' shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. 10.2 By Customer. Customer shall indemnif~r, defend and hold harmless OPUSZ' against any loss, damages or expense incurred by OPUS ' as a result of claims, actions or proceedings brought by any third party arising out of Customer's performance of this Agreement including OPUS21is reasonable attorney's fees and any money damages or costs awarded in respect of any such claim(s) and any suit raising any such claim(s); provided, however, that (a) OPUSZ' shall have given Customer prompt written notice of any such claim, demand, suitor action; (b) OPUS21 shall cooperate with said defense by complying with Customer's reasonable instructions and requests to OPUS21 in connection with said defense; and (c) Customer shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. 11 Notices. All notices and other communications under this Agreement must be in writing and shall be deemed to have been given if delivered personally, sent by facsimile (with confirmation), mailed by certified mail, or delivered by an overnight delivery service (with confirmation) to the parties at the following addresses or facsimile numbers (or at such other address or facsimile number as a party may designate by like. notice to the other parties): • To OPUSZ': OPUSZ' Management Solutions, LLC Attention: Lynn Shuba, President 680 Commerce Drive, Suite 160. Woodbury, MN 551"25 ' Facsimile No.: (651) 905-0440 OPUSZ' Management Solufions. Page 3 of 9 - 6 3 -