Res 2000-203 - Laserfiche WebLink

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ARTICLE 8 TERM OF AGREEMENT 8.1 The term of this Agreement begins upon its execution by both parties, and will end upon the Vendor's completion, and the City's acceptance of all services described in this Agreement unless this Agreement is terminated under Sections 8.2 or 8.3 below. 8.2 This Agreement may be terminated by either party upon 15 days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 8.3 This Agreement may be terminated at will by the City upon at least 15 days prior written notice to the Vendor. 8.4 In the event of termination as provided in this Article, the Vendor will be compensated for all services performed to termination date which are deemed by the City to be in accordance with this Agreement. This amount will be paid by the City upon the Vendor's delivering to the City all information and materials developed or accumulated by the Vendor in performing the services described in this Agreement, whether completed or in progress. The expense of reproduction of these items will be borne by the City. ARTICLE 9 PATENTS, COPYRIGHTS, PROPRIETARY RIGHTS AND INDEMNITY 9.1 The Vendor, at its own expense, will completely and entirely hold harmless, indemnify and defend the City from any claim or suit brought against the City involving an alleged violation of patents or copyrights resulting from the Vendor's or the City's use of any software, documentation, and/or data provided or developed by the Vendor in connection with the services and products described in this Agreement. The City will provide the Vendor with a written notice of any such claim or suit. The City will assist the Vendor, in reasonable ways, in the preparation of information helpful to the Vendor in defending the City against such a claim or suit. The City retains the right to offset against any amounts owed the Vendor or any such monies expended by the City in defend ing itself against such claims. Should a court order be issued restricting the City's use of any product, at the City's sole option, the Vendor shall, at the Vendor's sole expense, (1) purchase for the City the right to continue using the contested product(s), or (2) provide substitute products to the City which are, in the City's sole opinion, of equal or greater quality, or (3) refund all monies paid to the Vendor by the City for the product(s) subject to the court order. The Vendor shall also pay to the City all losses incurred by the City related to the product(s) and for all reasonable expense related to the installation and conversion of new products. 9.2 The Vendor agrees to indemnify, hold harmless, and defend the City, its officers and employees from and against all claims and actions for damages or injuries resulting from the negligence or intentional misconduct of the Vendor, its officers, agents or 6