116-83 City - RITA - Xerox agreement

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XEROX BUSINESS MANAGEMENT SYSTEM SOFTWARE LICENSE AGREEMENT Pa~e 3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, XEROX MAKES NO WARRANTY, EXPRESS OR IMPLIED, RESPECTING THE SYSTEM INCLUDING BUT NOT 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 NO EVENT SHALL XEROX BE LIABLE FOR LOST PROFITS OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. t~.# Customer warrants that he acquires the System for his use alone and not for the purposes of others. Q.5 Customer assumes full responsibility for;. The cc;rrectness of data input, monitoring output to ensure correctness, and any actions taken by Customer or others based upon the System output. t~.6 It is agreed that the remedies of the Customer set forth in this Agreement are exclusive. 5. INDEMNIFICATION §.l. 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 promptIy notified in writing o! 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 Xerox' shall deem necessary to the defense of such claim or suit. Should the use of the System be enjoined, 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 or c) mod.ify 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. 6. EVENTS OF DEFAULT 6.1 This Agreement and the License granted hereunder may be terminated by Xerox at any time: (a) On ten (10) days prior written notice if the Customer defaults in any payment due Xerox under this Agreement or defaults in the performance of any of its obligations hereunder and such default is not cured within the notice period. (b) Forthwith by written notice, if Customer violates or attempts to violate any of the provisions of the Agreement relating to disclosure of Xerox's proprietary and confidential information. (c) This Agreement and the License granted hereunder may be terminated by the aggrieved party at any time forthwitli by written notice if, before satisfying ail of its Itc. agree, rev. 6/83 -vers; 6.1