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<br />I <br /> <br />I <br /> <br />I <br /> <br />contain proprietary information, use of which is limited by the licenses granted in this <br />Agreement. The City will not disclose or otherwise make available any Software Materials in <br />any form to any third party except to the City's employees, or to agents directly concerned with <br />licensed use of the program. <br /> <br />12. <br /> <br />General Warranty. <br /> <br />12.1 <br /> <br />The Library Corporation expressly warrants and represents that all information provided in its <br />proposal is true and correct, that The Library Corporation has the right to license the Software <br />listed in Schedule D, Software, and to grant sub-license to the Sub-Licensed Software as <br />defined in Subsection 1.15, and that all computer software, hardware and related services <br />provided by The Library Corporation to the City under this Agreement are merchantable and fit <br />for their intended purposes. The Library Corporation acknowledges that the intended purpose <br />of the software is as stated and described in the City' RFP and Library Corporation's proposal <br />and that the Licensed Software will perform the functions set out in the User Manual and <br />Documentation in effect when shipped to the Library. Thereafter The Library Corporation will <br />provide program service and maintenance as described in Schedule G, Software Support. <br /> <br />12.2 <br /> <br />The Library Corporation further warrants that all services performed by or for it under this <br />Agreement will be performed on a timely basis, and in a good, professional, and workmanlike <br />manner by persons having specialized skill and knowledge as to the services being preformed <br /> <br />12.3 The Library Corporation agrees to make its best efforts to correct any Hardware or Software <br />problems that result in total System "downtime". In the event that The Library Corporation <br />personnel or The Library Corporation's designated agents must travel to the Library to correct <br />Hardware or Software problems, the City shall not be responsible for the cost of such travel. <br /> <br />12.4 The Library Corporation warrants that the City shall acquire good and clear title to the Hardware <br />purchased hereunder, free and clear of all liens, claims, or encumbrances from a third party. <br />Title to the Hardware purchased from The Library Corporation by the City shall pass from The <br />Library Corporation to the City upon payment of the final balance due, as outlined under <br />Schedule G, Payment Schedule. <br /> <br />12.5 Hardware purchased under this Agreement will be newly manufactured. <br /> <br />12.6 The above warranties will apply as long as the Library has maintained Hardware Maintenance <br />as provided by Schedule H and Software Support as provided by Schedule G, Part 2. <br /> <br />12.7 The City will have quiet enjoyment of all computer software and hardware provided by The <br />Library Corporation, and that no change in the organization, structure or ownership of The <br />Library Corporation will in any way interfere or diminish the City's use, possession and <br />enjoyment of the software and hardware. <br /> <br />12.8 Any training to be provided by it as part of The Library Corporation's services under this <br />Agreement will be sufficient to enable the City's staff to fully use the computer hardware and <br />software for the City's intended purposes <br /> <br />September 2, 2004 <br /> <br />Library Contract <br /> <br />Page 6 of 29 <br />