2005-096 Ordinance - Laserfiche WebLink

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Licensor shall obtain the approval of Licensee prior to commencement of any additional services. Licensor will provide Licensee with on -going Technical and User support in accordance with the terms and conditions of the Maintenance Services purchased from the Licensor. An annual Maintenance Service fees is due upon the expiration of the Warranty Period as defined in this agreement and payable upon the anniversary date for each term this agreement is extended. The Maintenance Service fees shall be calculated as fifteen (15) percent of the total Software List Price. Effective on the commencement of any renewal term hereof, the Maintenance Service agreement fees may be subject to an increase. This fee will not increase by more than ten (10) percent from the prior years annual Maintenance Service fees. An amendment to this agreement is required in order to increase the licensed number of concurrent users. The amendment must contain the new maximum number of concurrent users, the initial license fees for the increase of users and the new price for annual extension of this agreement. 13. NON - DISCLOSURE Licensee shall take reasonable steps to ensure that all Software and all portions and components thereof, in whatever form and all documentation relating to such Software, are held in confidence by Licensee, its employees and consultants and are not disclosed or made available to any third party not licensed by Licensor without prior written consent of the Licensor. Licensee agrees that no copies or duplicates of the Software, or any portion of components thereof, will be made by Licensee for any purpose whatsoever without the prior written consent of the Licensor, except for copies of Software as may be necessary for backup and security storage. Licensee shall not allow others to remove, disassemble, modify, or in any way tamper with the Software or Documentation. 14. INDEMNITY AND LIABILITY Licensor shall indemnify and save harmless the Licensee from and against any liabilities, claims and causes of action for injury or death to persons or damage to property which the Licensee may incur or suffer as a result of the negligent act, errors or omissions and intentional or willful misconduct on the part of Licensor and its agents, employees or subcontractors in the performance of this Agreement, within the terms thereof and for any period within the statue of limitations beyond the terms of this agreement. Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against Licensor or Licensee. The liability of Licensor to Licensee for any reason and upon any cause of action whatsoever arising out of or in connection with this Agreement is limited to the License Fee paid to Licensor by Licensee hereunder. In no event shall Licensor be liable to any party for any loss or any incidental, special, exemplary, indirect or consequential damages. Software and Technical Support Agreement Page - 5