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similar to those provided pursuant to this Agreement from another party.
<br /> 3.5. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable, such
<br /> provision shall be deemed deleted from the Agreement and replaced by a valid and enforceable provision which
<br /> so far as possible achieves the parties intent in agreeing to the original provision. The remaining provisions of
<br /> the Agreement shall continue in full force and effect.
<br /> 3.6. Property. Client acknowledges and agrees that FirsTech owns all rights,titles and interests of and to the
<br /> System and all patents, patents pending, trademarks,trade names, service marks and other intellectual property
<br /> associated with or relating to the System (collectively, the"System Intellectual Property'), and Client agrees not
<br /> to engage in any activities or commit any act, directly or indirectly, which may contest, dispute, or otherwise
<br /> impair such right, title or interest of FirsTech therein. Client shall neither acquire, nor claim, any right, title, or
<br /> interest in,to or under the System or any System Intellectual Property,whether through advertising and sale of
<br /> the System usage or otherwise. The Parties agree that all use of System Intellectual Property by Client and
<br /> Authorized Users is at the express consent of FirsTech only, and that any such use shall be in a manner as to
<br /> inure at all times to the benefit of FirsTech, and may be revoked at any time by FirsTech upon written notice to
<br /> Client. Upon termination of this Agreement for any reason, Client will have no further right to use the System
<br /> Intellectual Property and will immediately cease and desist use of such Property.
<br /> 4. Insurance. FirsTech shall procure, pay premiums,and at all times during the Agreement Term, maintain satisfactory
<br /> insurance to protect Client and as may be required by law to protect Client from and against all claims, demands, and
<br /> causes of action arising by reason of any action undertaken or omitted by FirsTech.
<br /> 4.1. Indemnification.
<br /> 4.1.1. Each party shall indemnify,defend and hold harmless the other and the other's officers, directors,
<br /> employees, and agents and their successors and assigns against and from any and all losses, liabilities,
<br /> damages, claims,demands, and expenses(including,without limitation, reasonable attorneys'fees),
<br /> whether based on contract or tort,arising out of or in connection with, but only to the extent that such
<br /> losses, liabilities, damages, claims, demands, and expenses arise out of or in connection with, (i) the
<br /> intentional misconduct or negligent acts or omissions of the indemnifying party or its subcontractors, or the
<br /> officers, directors, employees, agents successors and assigns of any of them, or(ii)the failure of the
<br /> indemnifying party to fully comply with the provisions of this Agreement.
<br /> 4.1.2. The provisions of this Section shall survive the expiration or termination of this Agreement.
<br /> 4.2. Disclaimer. THE WARRANTIES CONTAINED IN THIS AGREEMENT ARE IN LIEU OF ANY OTHER WARRANTIES,
<br /> EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR
<br /> FITNESS FOR A PARTICULAR PURPOSE,AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM
<br /> A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED.
<br /> 4.3. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL,
<br /> PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER IN CONTRACT, WARRANTY,TORT, NEGLIGENCE, STRICT
<br /> LIABILITY OR OTHERWISE.
<br /> 4.4. Nondisclosure and Confidentiality.
<br /> 4.4.1. Client shall neither disclose, furnish,transfer or otherwise make available the Software or any portion
<br /> thereof to any third party nor duplicate any portion of the Software, except as provided in this Agreement
<br /> or with the prior written consent of FirsTech.
<br /> 4.4.2. During any term of this Agreement and for a period of five(5) years thereafter, each party agrees not to
<br /> disclose to any third party or to use any Confidential Information of the other without the prior written
<br /> consent of the other party, except: (a) information generally available to the general public without breach
<br /> of this Agreement; (b) information developed independently by the receiving party; (c) information
<br /> obtained from a third party not under any obligation of nondisclosure; and (d) information required to be
<br /> disclosed by law or governmental regulation; provided however,that before making any use or disclosure
<br /> in reliance on any such exceptions,the party that intends to use or disclose such Confidential Information
<br /> shall give at least fifteen (5)days notice to the other party specifying the applicable exception(s)and
<br /> circumstances giving rise thereto.
<br /> 4.4.3. All materials containing Confidential Information shall be promptly returned or destroyed upon the
<br /> written request of the disclosing party. Notwithstanding the return or destruction of any Confidential
<br /> Information,the receiving party will continue to be bound by the obligations of confidentiality and other
<br /> obligations hereunder for the period stated herein.
<br /> Master Agreement—City of Decatur -4-
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