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(e) Any legal action arising from or in connection with any defect or failure in any Product <br />provided by SBC, or the perFormance or nonperFarmance of any service provided by SBC, <br />must be brought within two (2) years after the acceptance of such Product or service by <br />Customer. <br />(fl THIS SECTION 21 SHALL SURVIVE FAJLURE OF ANY EXCLUSIVE REMEDY. <br />22. lndemnification. (a) Each party ("Indemnifying Party") will defend, indemnify and hold <br />harmless the other party ("Indemnified Party") from and against any Claims by third parties <br />whether based in contract or tort (including strict liability) to the extent they relate to or arise <br />from: (i) personal injury, death or loss of or damage to tangible property proximately caused <br />by the negligent acts or omissions of Indemnifying Party; (ii) defective products or services <br />provided hereunder; or (iii) assertions under worker's compensation or similar laws made by <br />persons furnished by the Indemnifying Party. <br />(b) "Claim" includes all ciaims, demands, suits, liabilities, and related costs of any kind, <br />including costs, interest and reasonable attorney's fees. "(ndemnified Party" includes the <br />Indemnified Party's officers, directors, partners, agents, emp(oyees and subcontractors. <br />(c) The lndemnified Party shall promptly notify Indemnifying Party of any Claim and shall <br />reasonably cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in the <br />defense of the Claim. Indemnifying Party shall assume, at its cost and expense, the sole <br />defense of such Claim through counsel selected by Indemnifying Party and reasonably <br />acceptable to Indemnified Pariy. Indemnified Party may at its option and expense be <br />represented by separate counsel. Indemnifying Party shall maintain control of such defense <br />except that if the settlement of a Claim wauld have an adverse effect on the Indemnified <br />Party's relevant business, the Indemnifying Party may settle the Claim as to the Indemnified <br />Party only with its consent, which consent shall nofi be unreasonably withheld, conditioned or <br />delayed. Indemnifying Party shall pay the full amount of any judgment, award or settlement <br />with respect to the Claim and al( other costs, fees and expenses related to the resolution of the <br />Claim. <br />[iF SERVICES ARE TO BE PERFORMED IN OHIO] <br />Without limiting the generality of the foregoing, to the extent that any services are perFormed in <br />the State of Ohio, the Indemnifying Party hereby waives any immunity from its obligations to <br />defend, indemnify and hold harmfess the Indemnified Party, its corporate affiliates, and their <br />officers, employees and agents against and from claims by empfoyees of the Indemnifying <br />Party, which immunity woufd otherwise arise by operation of Ohio Revised Code §§4123.74 <br />and 4123.741 and Section 35, Articie II, Ohio Constitution or any other statute or constitutionaf <br />provision. <br />(d) SBC will defend, indemnify and hold harmless the Customer, its corporate affiliates and <br />their officers, employees and agents from and against any Claims that may result by reason of <br />any alleged violation, infringement or misappropriation of a United States patent, trade secret, <br />trademark, trade dress, capyright or other proprietary right based on Customer's use of the <br />Product (including the receipt of any services) provided under this Agreement. <br />Nofinrithstanding the foregoing, SBC shall have no obligafion to indemnify or defend Customer <br />for, or to pay any costs, damages or attorney's fees related to, any Claim based upon (i) <br />Products developed based on written specifications of the Customer; or (ii) use of the Producfs <br />in a configuration other than implemented or approved in writing by SBC, including, but not <br />Epama int/rev8/9-7-01/sm <br />12 <br />,. ?? u ?.. .? ? . .. <br />?