116-83 City - RITA - Xerox agreement

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C XEROX COMPUTER SERVICES 5310 Beethoven Street Los Angeles~ Calitornia 90066 Agreement Number_ 3440 AMENDMENT 7.~ Paragraph 4.3 is hereby modified to read as follows: · res ecl to any physical emb°diment of the System found to be defective, h.3 With _ ~ -~-t=-e same. orovided, however, that if such defect is the result of Xerox will correct or t~v ..... Xerox for services rendered at the rates shown user error or negligence RITA shall pay to in the Ancillary Price List for the correction of such defect. RITA shall also pay to' Xerox those reasonable expenses incurred by Xerox in providing of such services. EXCEPT AS EXPRESSLY PROVIDED HEREIN, XEROX MAKES NO WARRANTY, EXPRESS OR IMPLIED, RESPECTING THE SYSTEM INCLUDING BUT NO~ LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE TOTAL LIABILITY OF XEROX HEREUNDER SHALL NOT EXCEED THE TOTAL AMOUNT PAID TO XEROX BY CUSTOMER HEREUNDER. IN N,O EVENT SHALL XEROX BE LIABLE FOR LOST PROFITS OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. paragraph t~.~ is l~ereby modified to read as 4.4 Customer warrants that he acquires the System for his use alone and not for the purposes of others except as provided in paragraph 1.3 and paragraph $(a). $. Paragraph 5.'I is hereby modified to read as follows: 5.1 Xerox shall indemnify and hold Customer harmless from loss, damage or liability for direct infringement of any United States patent or copyright with respect to the System, provided Xerox is promptly notified in writing of any suit or claim alleging such infringement and is permitted to defend, compromise or settle such suit or claim and provided Customer gives Xerox such available information, assistance and authority not involving disclosure of otherwise confidential in. formation of Customer, Xerox shall deem necessary to the defense of such claim or suit. Should the use of the System be enioined~ or in the event Xerox desires to minimize its liabilities hereunder, Xerox shall have the right, at its option and expense, to a) procure for Customer the right to continue using the System, b) replace the System with non-infringing product periorming substantially in the same function or c) modify the System so 'that it becomes non-infringing. No indemnity shall apply to the System as made or modified to Customer's own specifications or design. 9. Paragraph 6.1 is hereby modified to read as follows: 6.1 This Agreement and the License granted hereunder may be terminated by either party at any time: fa) On ten~ (10) days prior written notice if the other party defaults in any .. payment due under this Agreement or defaults in the performance of any of its obligations hereunder and such default is not cured within the notice period. - itten notices if either party violates or attempts to violate (b) Fort.h.w!th2_b,y.~f ~oreement relating to disclosure of the other's proprietary any of the provisions m ---. ,-o - and confidential information.