R2003-37 AUTHORIZING AGREEMENT - Laserfiche WebLink

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_ -- --— ------- ---— -- — � l — Clie�t: City Of Decatur � Attention: Gerard J. Bauer Contract# MN4691-13 � l �------- � �---- j � � Addendam A Page 4 �' 7. Item 7 Dispute Resolution of Section B Software License Agreement, Item 5 Dispute Resolution of Section C Professional Services Agreement� I , and Item 12 Dispute Resolution of Section E Third Party Product Agreement are deleted in their entirety and replaced with the following: "In the event Qf a dispute between the parties under this Agreement,the matter shall be settled by negotiation between the City Manager and MUNIS'Chief Financial i Officer. In the event these parties cannot reach an accord regarding this dispute,the matter shall be settled by non-binding arbitration in accordance wit� �the then-prevailing rules of the American Arbitration Association prior to a party resorting to the court system. Unless adjudged otherwise, any costs of1 arbitration shall be divided equally and paid by Client and MUNIS." � 8. Provided Client has a valid Maintenance Agreement in place, MiJNIS will provide all State of Illinois mandated reports, including the IMRF Annual Treasurer's Report, and the Employer's Contribution and Wage Report, as detailed in Exhibit 7. 9. In the second to last sentence of Item 6a Limitation of Liability of Section B Software License Agreement, the clause "if the infringement woul have been avoided by Client's use of the most current revision of the software products" is replaced with"if the infringement would have been avoided y Client's use of a MLTNIS- supported revision of the software products, subject to Item Se Terms and Conditions of Section D Maintenance Agreement." 10. Each party acknowledges that all material and information supplied by the other party which the disclosing party treats as confidential and the receiving party could reasonably be expected to recognize as being confidential which has or will come into the possession or knowledge of the receivi party in connection with the Agreement is to be considered the disclosing party's confidential and proprietary information, disclosure of which information to or use by third parties will be damaging or which disclosure may be prohibited by law. The receiving party agrees to hold such material and information in strictest confidence,not to make use of it other than in connection with the Agreement,to release it only to receiving party's employees requiring suc information, and not to release or disclose it to any other party or otherwise violate applicable law with respect to any disclosure of information. 11. MiJNIS shall defend, indemnify,keep and hold harmless Client, its officers,representatives,elected and appointed officials, agents and employees from and against Losses arising out of: a. Injury, death, or damage of or to any person or property associated with the Agreement; or b. Injuries or death to any employee of MUNIS under any workers' compensation statute. "Losses"means, individually and collectively, liabilities of every kind, including losses,damages and reasonable costs,payments and expenses, (such a , but not limited to, court costs and reasonable attorneys' fees and disbursements), claims, demands, actions, suits,proceedings,judgments or settlements, any or all of which in any way arise out of or relate to the injuries, death and/or property damage caused by negligence or willful misconduct of MLTNI , its employees, contractors, subcontractors, and/or agents. Losses shall be limited to direct liabilities and are subject to the limitation of liability set in th Agreement. � � - - -- -- - - - --- -- - � Addendum A P.4