2004-086 Resolution - Laserfiche WebLink

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i4w 16.Time and Material. During Warranty Period and/or the Maintenance term, unless otherwise agreed to, services performed at Cusfiomer's request which are outside those specified herein shal( be on a time, material(s) and transportation basis at SBC's then prevai(ing discounted rates. Provisianing af such services shall be at the discretion of SBC and shafl be subject to the avaiiability of personnel and parts, if applicable. All terms and conditions of the Maintenance (except with respect to pricing) shall apply to such services. 17. Manufacturer Discontinued Product. 1n the event a manufacturer discontinues producing a Product or in the event the Product has outlived the manufacturer's suggested product life cyc(e, then SBC shall continue to provide maintenance services for as long as parts are readily available. In the event repair parts are not readily available, SBC shall advise Customer and Customer shall have the option to replace the Produet with a similar product at SBC's then prevailing rates. In the event Customer dec(ines to authorize such replacement, SBC shali de(ete such Product(s) from this Agreement and SBC will issue, if applicable, a refund for such de(etion. 18. Confidentiality. Each parly shall protect the confidentiality of information provided by the other party, or to which the receiving party obfains access by virtue of its performance under this Agreemenf that has been identified as confidential by the disclosing party or by its nature warrants confidential treatment. The receiving party shall use such information on(y for the purposes of this Agreement and shall not disclose it to anyone except its employees and employees of ifs corporate affiliates who have a need to know the information. These nondisclosure obligations shall not apply to informafiion that is or becomes public through no breach of this Agreement, is received from a third party free to disclose it, is independently developed by the receiving party or is required by law to be disclosed. Confidential information shall be returned to the disclosing party upon its request. The parties agree that an impending or existing violation of these confidentiality provisions would cause the non-disclosing party irreparable injury for which it would have no adequate remedy at law, and agree that the non- disclosing party shall be entitled to obtain immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies availab(e to it. 19.Termination. (a) Eifiher party may terminate this Agreement immediately following written notice in the event the other party is in default as to any of its material obligations hereunder provided that (i) the defaulting party receives notice of termination containing a reasonably complete description of the default, and (ii) the defaulting party fails to cure such default within thirty (30) days of receiving such notice or ten (10) days of such notice if the default is nonpayment. (b) In the event of termination due to Customer's default, Customer sha(I pay ali expenses associated with termination, including reasonabie attorneys' fees, incurred by SBC to enforce any of its rights under the Agreement and/or appiicable law. Customer shall also be liable for the termination charges set forth below. (c) If Customer cancels in whole or in part any Product(s) ordered herein prior to the date of delivery of the Products, Customer shall pay as Iiquidated damages, and not as a penalty, an amount equal to iwenty percent (20%) of the tota( purchase price of the Products cancefed. Once the Products are delivered to Customer, the Products may not be cance(ed. Epamaint/rev8/9-7-01/sm 10 ,-. . ? .