AG 1999 06 21 - Laserfiche WebLink

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9. MODIFICATION, MAINTENANCE, ETC. OF APPLICATION SOFTVVARE. (a) Licensor will modify or alter the standard application software to conform to local procedures of Licensee provided only that a major "rewrite" (in the sole discretion and judgment of Licensor) is not necessary. In the event that a major "rewrite" is necessary, Licensor shall submit to Licensee a proposal of the expense involved in such action. Licensee shall thereafter determine whether to proceed with the "rewrite". If Licensee elects not to so proceed, Licensee shall be entitled to terminate this Agreement at no additional cost or expense to Licensee. (b) Licensor will maintain the application software as originally installed and accepted along with any operational improvements to permit the system to operate more efficiently through the term of this Agreement and any extensions thereof, so long as the equipment and operating software are maintained by the manufacturer of the equipment. (c) Licensor shall inform Licensee of all major system enhancements as developed and associated costs of the same during the term of this license. In the event that Licensee desires to enter into an agreement to acquire said enhancements, such shall be the subject of a separate agreement. (d) Any changes or enhancements requested by Licensee after approval of final specifications by Licensee, shall be provided by Licensor at the current hourly rate for performing the enhancements or modifications as requested. 10. ADDITIONAL SOFTWARE. Licensor and Licensee agree that an "addition" shall be defined as additional software for which the need was not specified in Exhibit "A". Licensor agrees that if an addition is requested by Licensee, the parties shall negotiate a new agreement with regard to such additional software. 11. PATENT AND COPYRIGHT INDEMNIFICATION. Licensor will defend at its expense any action brought against Licensee and/or its officers, agents or employees to the extent that it is based upon a claim that licensed programs infringe a copyright in the United States, a United States patent, or any proprietary rights of which Contractor has actual or implied notice, subject to limitation of liability stated herein. Licensor will pay any costs, expenses (including attorneys fees and other costs) and damages as they are incurred and finally awarded against the Licensee in such action which are attributable to such claim, provided that Licensee notifies Licensor promptly in writing of the claim, after Licensee receives written notice of the claim, and Licensor is given the opportunity of fully participating in the defense and/or agrees to any settlement of such claim, and further has full right of prior approval of any and all such costs and expenses. In the event that Licensee, as a result of a dispute regarding a proprietary right, is required to cease using the software, Licensor shall either (i) modify the software so that Licensee's use hereunder ceases to be infringing or multiple, provided the software still performs as originally represented to Licensee, or (ii) procure for Licensee the right to continue using the software. If, after reasonable efforts, Licensor is unable to achieve either (i) or (ii) above, either party shall have the right to terminate this Agreement upon ten (10) days written notice to the other. The indemnities expressed in this section shall survive termination of 3