Reso 2002-504 - Laserfiche WebLink

Home Browse Search

use its best efforts to resolve any issues or obstacles - including cooperating with New World and reassigning personnel if necessary to improve the working relationship; (iv) At the end of ninety (90) days unless the termination has been revoked in writing by Customer, the Agreement terminates. 15.2 By New World: If Customer fails to make payments to New World under this Agreement, or if Customer fails to fulfill its responsibilities outlined in Section II, Paragraph 6.0, then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall derme the reason for termination; (ii) If the cited reason for termination is Customer's failure to make prompt payment, Customer shall have ten (l0) days from receipt of said notice to make payment in full for all outstanding invoiced payments due; (iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities, Customer shall have ninety (90) days from receipt of said notice to correct any actual deficiencies in order to satisfy the terms of this Agreement; (iv) During the applicable cure period, New World will use sound management practices and its best efforts to resolve any issues or obstacles -- including the reassignment of personnel if necessary to improve the working relationship; (v) At the end of the applicable cure period, unless the termination has been revoked in writing by New World, the Agreement terminates. 15.3 In the event of termination by either party, New World shall continue to provide its services, as previously scheduled, through the termination date and the Customer shall continue to pay all fees and charges incurred through the termination date as provided in the attached Exhibits. 15.4 Upon termination under subparagraph 15.1, Customer shall return to New World all copies of each application of Licensed Software and related Licensed Documentation provided to Customer under this Agreement. The return provision shall not apply if Customer has made full payment for the Licensed Software. 15.5 Nothing in this paragraph on termination is intended to infer that either party has or does not have a claim for damages. 15.6 The Terms and Conditions relating to ownership, warranties, confidentiality and non-disclosure, limitation of liability and recoverable damages, Copyright Act, dispute resolution and the General provisions (18.0), survive termination. 16.0 PATENT AND TRADEMARK INDEMNIFICATION New World agrees to indemnify and save the Customer harmless from and against any and all judgments, suits, costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any patent or copyright arising from the licensing of the Licensed Standard Software pursuant to this Agreement, provided that Customer has notified New World in writing of such allegation within thirty (30) days of the date upon which the Customer first receives notice thereof. New World's obligation to indemnify and save Customer harmless under this paragraph is void if the claim of infringement arises out of or in connection with any modification made to the Licensed Standard Software or any use ofthe Licensed Standard Software not specifically authorized in writing by New World. 17.0 NOTICES 17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the City Manager of the City of Sunny Isles Beach. 17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the following address (or to any other address so specified by New World): New World Systems Corporation 888 West Big Beaver, Suite 1100 Troy, Michigan 48084 Attention: President 18.0 GENERAL 18.1 This Agreement is the entire agreement between the parties superseding all other communications, CONFIDENTIAL Page 7 (Revised 2/2/99 kcb) City of Sunny Isles Beach, FL