Resolution 2014-036 - Laserfiche WebLink

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FIREHOUSE Software' A Xerox Solution proprietary rights inherent therein and appurtenant thereto (collectively " Xerox Materials ") shall remain the sole and exclusive property of Xerox or its suppliers. Customer acknowledges and agrees that Xerox is in the business of designing and hosting Web -based applications and Xerox shall have the right to provide services to third parties which are the same or similar to the Services and to use any Xerox Materials providing such services. 6.3 License Grant Xerox grants Customer a non - exclusive license throughout the Term to perform, display, transmit, participate in the transfer of Customer Data and otherwise use the Xerox Materials for the purposes of performing this Agreement. Customer shall have no residual rights to the Xerox Materials beyond the terrn of this Agreement. Customer grants Xerox the right to maintain administrative access to the Customer Data during the Term for purposes of performing this Agreement. 7.0 INSURANCE; RISK OF LOSS 7.1 Required Insurance Coverage Throughout the Term, Xerox shall, at its own expense, carry and maintain at least the kinds and minimum amounts of insurance listed below. 1. Workers' Compensation Insurance: As required by law. Commercial General Liability Insurance: with a combined single limit for bodily injury and property damage in the amount of $1,000,000 per occurrence and $2,000,000 general aggregate. Upon request Xerox will furnish proof of coverage, in the form of a standard certificate of insurance, to the Customer's Procurement Officer within ten (10) days of contract execution. If any material policy changes occur during the life of contract, Xerox shall provide updated proof of coverage, in the form of standard certificates of insurance, to Customer in a timely manner. 7.2 Risk of Loss As of the effective date, each Party will be responsible for risk of loss of, and damage to, any equipment, software or other materials in its possession or under its control. 8.0 CHARGES 8.1 Charges Subject to the other provisions of this Agreement, Customer will pay to Xerox the amounts set forth in Exhibit B — Applicable Charges, attached hereto and made a part hereof. Services performed in connection with an authorized SSA may be performed either on a time and material (T &M) or fixed fee basis as specified in the SSA. The charges applicable during each renewal term will be mutually agreed to by the Parties and incorporated to this Agreement as an SSA. A Xerox Solution — North Olmsted Fire Department FIREHOUSE Software Agreement Agreement for Hosting Services - Confidential