Res 2009-047 - Laserfiche WebLink

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City acknowledges and agrees that the Software is a trade secret of the Software Owner and/or the Vendor. The City agrees to take all reasonable precautions to protect the trade secret nature of the Software and to prevent its disclosure to unauthorized personnel. The City understands that it may make one back-up copy of the Software, but agrees not to otherwise copy, modify, translate, reverse compile, decompile or reverse engineer the Software. 1.2.8 If the City and the Vendor agree in advance and such agreement is evidenced in a subsequent Schedule A, the Vendor will support related hardware and Software provided to the City by either the Vendor or another source where the manufacturer's factory warranty or any other original warranty for the Software or hardware has expired. This support will be provided in accordance with Section 1.2 of this Agreement and the Vendor will be compensated for such support in accordance with Article 13. 1.3 WARRANTIES The Vendor expressly warrants: 1.3.1 That all information provided in the proposal submitted in response to the City's Request for Proposal ("RFP") 208-090 or any subsequent Schedule A is true and correct. 1.3.2 That it will provide warranty services as set forth in this Section 1.3 and in the Warranty Services Policy for the Products indicated on the applicable Schedule A and for the applicable warranty period for any Products purchased by the City in the future. 1.3.3 Commencing on the installation date as defined in Section 1. 1, any Product provided by the Vendor to the City under this Agreement will be free from defects in material and workmanship, is merchantable and will conform to manufacturer specifications under normal use for the warranty period indicated on a Schedule A. 1.3.4 That the City will have quiet enjoyment of all computer Software and hardware that may be provided by the Vendor under this Agreement, and that no change in the organization, structure or ownership of the Vendor will in any way interfere or diminish the City's use, possession and enjoyment of the software and hardware. 1.3.5 That any training to be provided by the Vendor as part of a Schedule A will be sufficient to enable the City's staff to fully use Products for the City's intended purposes. 1.3.6 Warranty for Correction of Defects in Software and Hardware. If the Vendor provides the City with Software or hardware in the course of its engagement with the City, the Vendor warrants that such Software and hardware provided by the Vendor under this Agreement will meet each of the requirements and representations described in this Agreement including any subsequent Schedule A, including without limitation all representations of the Vendor included in the Vendor's proposal and/or Schedule A. Upon notification of a defect during the warranty period, Vendor will have the option to repair or replace the defective part(s) of the Product. In the event that the Vendor is, after reasonable efforts, unable to replace or repair a defective Black Box Telephone Hardware and Software Master Maintenance and Purchase Agreement