R2011-199 AUTHORIZING EXECUTION OF SYSTEMS AGREEMENT

Home Browse Search

COMPANY AGREEMENT TERMS AND CONDITIONS INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 2.6 Intellectual Property Indemnity. In the event that the software products are determined to infringe upon any existing United States patent copyright or trademark rights held by any other person or entity,COMPANY shall defend and hold harmless CLIENT and its officers,agents and employees from any claim or proceedings brought against CLIENT and from any cost damages and expenses finally awarded against CLIENT which arise as a result of any claim that is based on an assertion that CLIENT's use of the software products under this Software License Agreement constitutes an infringement of any United States patent,copyright or trademark provided that CLIENT notifies COMPANY promptly of any such claim or proceeding and gives COMPANY full and complete authority, information and assistance to defend such claim or proceeding and further provided that COMPANY shall have sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement provided that COMPANY shall consult with CLIENT regarding such defense.In the event that the software products are finally held to be infringing and its use by CLIENT is enjoined, COMPANY shall, at its election; (1)procure for CLIENT the right to continue use of the software products; (2) modify or replace the software products so that it becomes non- infringing; or (3) if procurement of the right to use or modification or replacement cannot be completed by COMPANY, terminate the license for the infringing software product, and upon termination,refund the license fees paid for the infringing software product as depreciated on a straight-line basis over a period of seven (7) years with such depreciation to commence on the execution of this Agreement. COMPANY shall have no liability hereunder if CLIENT modified the software products in any manner without the prior written consent of COMPANY and such modification is determined by a court of competent jurisdiction to be a contributing cause of the infringement or if the infringement would have been avoided by CLIENT's use of the most current revision of the software products. The foregoing states COMPANY's entire liability and CLIENT's exclusive remedy with respect to any claims of infringement of any copyright,patent, trademark, or any property interest rights by the software products, any part thereof, or use thereof. 3. Professional Services Agreement 3.1 Services Provided. COMPANY shall provide some or all of the following services to CLIENT, as evidenced in the attached Investment Summary: (a) Installation as described in the Investment Summary; (b) Conversion of CLIENT's existing data as set forth in the Investment Summary. CLIENT is responsible for reading and complying with COMPANY's Data Conversion Process Statement. (c)Training/Implementation as set forth in the Investment Summary; (d)Consulting/Analysis as set forth in the Investment Summary;and (e)Verification Testing as described in the Software License Agreement. 3.2 Professional Services Fees. (a) Notwithstanding specific prices to the contrary identified in the Investment Summary, all services will be invoiced in hourly increments as delivered, plus travel and other expenses, plus a 10%travel processing fee. CLIENT agrees to pay COMPANY for the actual amount of training provided. CLIENT acknowledges that the Investment Summary represents only an estimate of time required to complete all phases of this Agreement. (b) Upon the completion of each service day,or group of days,COMPANY will present a Daily Log.CLIENT will sign the report indicating acceptance of the service day and its subsequent billing,or noting reasons for CLIENT's non-acceptance of such.This acceptance is final. (c) CLIENT is not charged for travel time to and from the CLIENT's site. Only time spent on- site is billed as training time,with the exception of those cases in which the CLIENT requires the COMPANY trainer(s)to travel on the weekend, in which case CLIENT will be billed for weekend travel time at a rate of$500 per weekend day. 4