2004-023 Ordinance - Laserfiche WebLink

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City of North Olmsted, NY / xxx xxxx 10 results therefrom. VENDOR shall defend, indemnify and save harmless the CITY from and against any liabilities, claims and causes of action for injury or death to persons or damage to property which the CITY may incur or suffer as a result of the acts, errors, omissions or willful misconduct on the part of VENDOR and its agents, employees, or contractors in the performance of this Agreement, within the term thereof and for any period within the statute of limitations beyond the term of this Agreement. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the CITY or VENDOR. The personal liability of VENDOR to CITY shall not exceed the aggregate sum of any and all insurance coverages required by this contract plus the sum of the contract value. COPYRIGHT VENDOR agrees it will defend at its own expense, any action brought against the CITY to the extent that it is based on a claim that the hardware and software supplied by VENDOR infringe a United States patent or copyright and VENDOR will pay any costs which are attributable to any such claims, indemnify and save harmless the CITY and its officials and employees against any loss, claim, liability or expense arising out of or in any way connected with any claim of patent, copyright, or proprietary infringement involving the Software, including consequential damages and attorneys' fees, but only if VENDOR is promptly notified of any such suit or claim and the CITY cooperates in defending or settling the claim or suit. Such defense and payment are conditioned upon the following: 1) VENDOR shall be notified promptly in writing by the CITY of any notice of such claim; and 2) VENDOR shall have sole control of the defense of any action on such claim and in all negotiation for its settlement or compromise; and 3) Should any software sold hereunder become or in VENDOR's opinion be likely to become the subject of a claim of infringement of a United States patent, that the CITY shall permit VENDOR, at its option and expense, either to procure for the CITY the right to continue using such software, to replace or modify the same so that such software becomes non-infringing, or to discontinue using the software and accept their return. If the software be purchased, VENDOR shall grant the CITY a cash refund for such software as depreciated. The depreciation sha11 be an equal amount per year over a five-year life. VENDOR shall have no liability to the CITY under any provision of this clause with respect to any claim of patent infringement that is based upon the combination of the hardware furnished hereunder with software or devices not provided by VENDOR. This Prepared by Barry Strock Consulting Associates, Inc. O 2004