R96-176 ACCEPTING PROPOSAL - Laserfiche WebLink

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� 4 4' ' 21.2 Notwithstanding the provisions of Subsection 21.1,DATAxAD�o shall have no liability to the Customer for any claim or infringement where such claim results from any one of the , following: ', (a) combination of Products with hardware and/or software not supplied or �� authorized by DATARADIO; ' (b) alteration or modification of Products by or for the Customer,by a person other , " than DATARADIO,if a claim of infringement could have been avoided by the absence of such alteration or modification; (c) any hardwaze or software that is not supplied by or for DAT.�RADIo;or (d) compliance by DaT�D10 with designs or specifications or change orders which originate with and are furnished by the Customer. 21.3 The foregoing states the entire liability of Dataradio under this Agreement with respect to infringement of patents,copyrights,designs and other proprietary rights. 21.4 The Customer shall indemnify and hold DATAx�D�o harmless against any expense, judgment or loss arising out of,based upon,or in connection with infringement or claims of infringement of any third party proprietary rights which aze based upon or results from any one or more of the following: (a) the Customer's modification or alteration of any Product; (b) use of any Product in a manner not contemplated by DATARAD�o,or (c) DATARADIO's compliance with the Customer's designs,specifications or instructions. 22. Changes to Products DATARADIO may,without prior approval from or notice to the Customer,at no cost to the Customer,make changes to the Products,which do not affect physical or functional interchangeability,or performance at a higher level of assembly,in the following circumstances: (a) when required for safety purposes;or (b) to meet present or future product specifications of DaTAxaDto. 23. Proprietary Rights and Confidentiality 23.1 DATAtzAD�o reserves for itself all proprietary rights in and to all designs,engineering details,and other data pertaining to the Products and to all discoveries,inventions, patent rights,trade secrets,know-how or other proprietary data arising out of work done in connection with manufacturing,installing,testing and operating the Products. 23.2 Each of the parties will keep confidential and protect from unauthorized disclosure by its employees,agents or customers,any confidential information or know-how which may be disclosed to it by,or otherwise learned from,the other party. Information will not be considered confidential if such information can be demonstrated to have been in the public domain prior to its disclosure to the receiving party or to have become part of the , public domain by any means other than an unauthorized act of disclosure on the part of the recipient or any of its employees,agents or customers. In the event of any breach of this Section,the party whose information has been disclosed will be entided as a matter , c:�oesce�me►yna8�agreemen�aecacur 9