AG 1997 12 15 - Laserfiche WebLink

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In no event shall the Seller be liable for any breach of warranty unless notice thereof is given to the Seller within three months t?om installation of the Sol[ware products of the Buyer or within the period covered by a current Sof~ware Support Agreement or extension thereof. E) The Seller shall defend, indemnifij and hold harmless the Buyer and its officers, agents, and employees from any claim or proceedings brought against the Buyer, and from any cost damages and expenses finally awarded against the Buyer, which arise as a result of any claim that is based on an assertion that the Buyers use of the Sof~ware products under this Agreement constitutes an infringement of any United States or other patent, copyright, trade secret, trademark, or other property interest rights, provided that the Buyer notifies the Seller promptly of any such claim or proceeding and gives the Seller full and complete authority, information, and assistance to defend such claim or proceeding and further provided that the Seller shall have sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement, provided that the Seller shall consult with the Buyer regarding such defense. In the event that the Software products are finally held to be infringing and its use by the Buyer is enjoined, the Seller shall, at is election; (1) procure for the Buyer the fight to continue use the software products; (2) modify or replace the Sol.are products so that it becomes non- infringing. The Seller shall have no liability hereunder if the Buyer modified the Sottware products in any manner without the prior written consent of the Seller and such modification is determined by a court of competent jurisdiction to be a contributing cause of the infifngement. The foregoing states the Seller's entire liability, and the Buyer's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trade secret, trademark, or other property interest rights by the Sotiware products, or any part thereof, or use thereof. The warranties comained in this Section are in lieu of all other warranties, expressed or implied. The Seller's expressed warranties shall not be enlarged, diminished or affected by, and no obligations or liabilities shall arise out of, the Seller's rendering of technical or other advice or service in connection with the products listed in Exhibit I. VI. CONFIDENTL~LITY Both parties recognize that their respective employees and agems, in the course of performance of this Agreement, may be exposed to confidential infom~ation and that disclosure of such infom~ation could violate rights to private individnals and entities. Each party agrees that it will not disclose any confidential information of the other party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. It is further acknowledged that complaint issues relating to the products listed on Ex~hibit 1 of this Agreement may directly involve personnel of both parties, therefore any initial meeting to discuss complaints resulting from the performance of the products covered in this Agreement will occur in a closed session.