Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract the Applicable Law that generally governs its affairs. Unless expressly stated otherwise in this Service Contract, and except for requests, reports and submittals made by the Company that do not, by their terms or the terms of this Service Contract, require a response or action, if the City does not find a request, report or submittal acceptable, it shall provide written response to the Company describing its objections and the reasons therefor within 30 days' of the City's receipt thereof. If no response is received, the request, report or submittal shall be deemed rejected and the Company may resubmit the same, with or without modification. Requests, reports and submittals that do not require a response or other action by the City pursuant to some specific term of this Service Contract shall be deemed acceptable to the City if the City shall not have objected thereto within 30 days of the receipt thereof. SECTION 15.4. INTELLECTUAL PROPERTY RIGHTS. (A) Notice of Claimed Infringement. To the knowledge of the parties, there are no royalties or license fees payable in connection with the performance of the Contract Services at the Facilities as of the Contract Date. If either party becomes aware of a claim of infringement of a patent, trademark, copyright or trade secret relating to the performance of, the Contract Services, the party will promptly notify the other party, and the parties shall cooperate in investigating and (if necessary) defending against the claim. (B) New Use of Intellectual Property. Either party may propose for consideration by the other party the use of equipment, a process, or other matter protected by patent, trademark, copyright or trade secret in connection with the Contract Services. The parties shall cooperate to determine whether to initiate such use, and if so, how the costs should be borne by the parties. If the parties mutually agree to such use, the Company shall be responsible for securing an appropriate license or permission for the use in the name of the Company and the City. The Company shall thereafter indemnify the City and the City Indemnitees in accordance with Section 13.3 in connection with any infringement claims arising from the use. (C) Intellectual Property Developed by the Company. All intellectual property or other proprietary information developed by the Company and used at the Facilities or otherwise in connection with the performance of the Contract Services shall be identified by the Company and shall remain the sole property of the Company. The Company agrees to license the use of such property or information to the City on a nonexclusive, cost free basis throughout the Term. SECTION 15.5. INTEREST ON OVERDUE OHLIGATIONS. Except as otherwise provided herein, all amounts due hereunder, whether as damages, credits, revenue, charges or reimbursements, that are not paid when due shall bear interest at the rate of interest which is the Overdue Rate, on the amount outstanding from time to time, on the basis of a 365-day year, counting the actual number of days elapsed, and such interest accrued at 101