Agenda - Council - 08/26/1986 - Laserfiche WebLink

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b. At Lice~or'a e)action, upon Ltcensei'l under this AgraMant. l~laCh Of Or deFoult in th4 p~forma~co of any condition or covenint c. The ¢lJing by o~ Igalnst Licensee of iffy petition ~nbinkr~tcyor reoroan~Zl~loflor for Iny ~oceedln~ ~ receivership; or d. Tmrmtnatton by Mert0ets Systems incorporated ms set out in Section 7 belo~. I. Upon no~-pa)aeent of ~¥ fees ~ue isl in IccorMnce with this agreement. Upon · termination of this license for any reason, Licensee ~tll l~ediately return to Licensor all copies of the. Prat ~ its docteefltation end operator ~ls. Licensee will ils· return il! ~f~e Protect Boards t~ Licensor, if ~esent. O,a~ership of the Product. At all times the Product end each co.portent thereof and all Softie Protect Boards shall re·main the exclusive property of Amerillsta Syst~ Incorporated (ASI) a Minnesota ~orporatien. The Licensee shall have nc right to use, disclose, reproduce or alter the product or any component thereof, except as met out herein. All copyrights, patent rights, trademarks, or any component thereof shall r~tn the exclusive property of ISl. 1he Product or its co·parents incorporates and/or uses trade secrets, secret processes, secret algorithms, or other secret computattoM1 or operational techniques (all referred to as trade secrets). Any and all such trade secrets shall re,Mtn the exclusive property of ASI. The disclosure of any such trade secrets to the licensee is made solely pursuant to this Agreement, with the express understanding that any and all such trade secrets will be held in the strictest confidence by the Licensee, tis agents, co-tractors and e~ployees, is! shall have the sole and exclusive right to apply for and obtain letters of patent, copyright restrictions, and ell other rights in the Product or evidence of the Mnership of such rights. Licensee will make no application for any patent, copyright, or other Such right or evidence. The license hereby granted Is not exclusive, iai specifically reserves the right to license the ProcK~ct or ant modLflcatton or revision hereof to other persons on such ter~ as It dee~s fit. Asa reserves the right to ~dlfy end revise the Pro~JCt and to incorporate the Product or any component thereof into any soft. ere, end iai max develop, sell or license, with right of sublicense, the sm~e to any other person. 14arranties. ASI ·ekes no ~-rant¥, express or ieplie~, as to the Product. Specifically and without limitation, MALES NO ~RANTY 0~ M[RO~FTA~ILITY OR FITNE5~ FOR A PARTICLLAR PURPC~. ASI ~41LL NOT BI LIABLE FOR OA~GES ~ 1F IT HAS BEEN AOVIS~D THAT THERE IS A POSSIBILITY 0~ SL~ C~NSE~IAL CARATS. Inde~tfication an~ I)efense of Infringers·at Actions. ASI ~11 ~f~ at its ~se ~y ~ti~ ~t ~l~t ~ tic.see to t~ ~tent t~t ~ ~i~ is ~sed ~ · claimt~t t~ Prat ~ ~y c~nt t~eof, ~ ~m ~rmitt~ by this A~e~t, infringes a c~Fi~t in t~ ~tted Stat~ ~ a ~tted S~tes ~t~t. ~I ~11 ~y ~ costs ~ ~9~ fi~lly ~ded a~inst t~ Licensee ~ich ~e attrl~le to s~ claim, ~ovided t~t ~ Licensee ~tly ~tifies ~I In ~iting of t~ claiu. Anything in this Agree,eot to the contrary notwithstanding, ASI may without liability terminate the license hereby gr~nted upon serving the licensee with a 18B-day w~'ltten notice of termination tT a claim ts asserted by any third person that the product or any component thereof, v~en used as permitted by this agreement, infringes the copyright tn the United States or a Untied States patent. Maintenance of the Product. For a periodLf 9~ days after delivery of the product by the licensee, iai will provide the licensee with any end all modifications or revisions of the Product ~ich are compatible with the System used b7 Licensee on ~dia provided by Licensee. Licensee shall report to Licensor ·11 complaints, error rapt?ts and suggestions for improvements to the Product ~hich Licensee my have. Licensee will reimburse ASI for all reasonable travel, meals, lodging and other direct expenses incurred by ASI in the course of maintenance provided. After the initial IJerranty period, the Licensee ~y purchase Support/Update contracts at Licensor's standard prices.