Laserfiche WebLink
any modified tasks or services by VENDOR shall be governed by the terms and conditions of <br /> this Agreement. <br /> 6. Acceptance of Services. <br /> a. Upon completion of tasks and services associated with the SOW, VENDOR shall notify <br /> CLIENT in writing that such services have been completed. CLIENT shall review the tasks <br /> and services performed by VENDOR. In the event CLIENT believes that the tasks or <br /> services performed are not satisfactory based on the established SOW, then CLIENT may <br /> notify VENDOR in writing that the tasks or services are not satisfactory. If CLIENT <br /> notifies VENDOR that the tasks or services are not satisfactory, then VENDOR shall <br /> correct any problems associated with the quality or completeness of VENDOR's work <br /> products. Correction of any cited problems shall be done without cost or expense to <br /> CLIENT. VENDOR shall repeat the performance of the tasks or services and CLIENT <br /> shall again review the tasks or services. If CLIENT determines, in its sole discretion but <br /> based on the requirements contained in the SOW, that VENDOR has failed to correct the <br /> problems, then such failure shall be considered a material breach of this Agreement and <br /> CLIENT may immediately terminate the applicable SOW or this Agreement in its entirety. <br /> If VENDOR notifies CLIENT in writing that services have been completed, and CLIENT <br /> does not notify VENDOR within 30 days that services are unacceptable, services will have <br /> been deemed acceptable and complete. <br /> b. Any acceptance or approval by CLIENT shall not constitute nor be deemed to be a release <br /> of the responsibility and liability of VENDOR, its employees, agents, or suppliers for the <br /> accuracy, competency, and completeness for any Works prepared or services performed <br /> pursuant to the terms and conditions of this Agreement, nor shall acceptance or approval be <br /> deemed to be an assumption of such responsibility or liability by CLIENT, or their agents <br /> and employees, for any defect, error or omission in any Works prepared or services <br /> performed by VENDOR, its employees, agents, or suppliers pursuant to this Agreement. <br /> 7. Use of Work Products. <br /> a. VENDOR conveys and assigns to CLIENT its entire interest and full ownership <br /> worldwide in and to any Work, Invention, and the copyrights, patents, trademarks, trade <br /> secrets, and any other proprietary rights therein (collectively "Proprietary Rights") that <br /> VENDOR, its agents, employees, contractors, and Vendors (collectively "Authors") <br /> develop, write, or produce under this Agreement(collectively "Proprietary Works"). <br /> b. The Authors shall not claim or exercise any Proprietary Rights related to the Proprietary <br /> Works unless agreed and specified in the SOW under which the Proprietary Works are <br /> developed. If requested by the /or CLIENT, VENDOR shall place a conspicuous notation <br /> on any Proprietary Works, which states that CLIENT owns the Proprietary Rights. <br /> c. VENDOR shall execute all documents required by the CLIENT to further evidence this <br /> assignment and ownership. VENDOR shall cooperate with CLIENT in registering, <br /> creating, and enforcing Proprietary Rights arising under this Agreement. If VENDOR's <br /> assistance is requested and rendered under this Section, CLIENT shall reimburse VENDOR <br /> for all out-of-pocket expenses it incurs in rendering assistance, subject to the availability of <br /> funds. On termination of this Agreement, or if requested by the CLIENT, VENDOR shall <br /> deliver all Proprietary Works to CLIENT. VENDOR shall obtain written agreements from <br /> the Authors that bind the Authors to the terms in this Section. <br /> MR114SPRO <br /> Master Service Agreement Page 6 <br />