Res 2003-066 - Laserfiche WebLink

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(b) install the Sof~vare onto a memory storage facility located at San Marcos's head office and use such Software for disaster recovery, data backup and testing purposes; 2.2 Hardware. Harris shall supply and install ail of the Hardware as identified on the attached Schedule A, and all related peripheral equipment and supplies needed to provide, together with the Sof~are and the Professional Services described in Part 3 below, a fully functional Customer Information System. 2.3 Loss or Damage. San Marcos agrees that loss or damage to the system by fire, theft or misuse while in the possession of San Marcos, shall not relieve San Marcos from making the payments provided for herein and should therefore adequately insure the system. 2.4 Documentation. Prior to the execution of this Agreement, Harris shall provide San Marcos, free of charge, with documentation detailing the specifications, functionality and features of the Software (the "Documentation"). San Marcos shall have the right to make such copies of the Documentation as may be necessary (at San Marcos's sole cost and expense) for the efficient use of the Software by San Marcos, provided no Harris legend, trade-mark, trade-name or copyright notice is deleted or removed. 2.5 Modifications and Enhancements. San Marcos shall have the right to require Harris to carry out, and Harris shall carry out at Harris' Standard Rate, such modifications or enhancements to the Software as San Marcos may deem appropriate in order to better serve San Marcos's customer billing purposes (the "Modifications or Enhancements"). 2.6 Ownership and Proprietary Rights. San Marcos agrees that it has no rights with respect to the Software other than those rights granted by this Agreement and that Harris is and shall remain exclusively entitled to all patents, copyrights, trade secrets, trade names, registered or unregistered, and ali other rights in respect of the Software worldwide. San Marcos shall maintain ownership m~d control of ail data files generated using the Harris software. 2.7 Taxes. Any taxes, whether specifically identified in this Agreement or not, which are imposed currently or in the future, by any authority with the power of taxation in connection with the sale of licensed software, hardware, services and/or maintenance under this Agreement shall be paid by San Marcos. If San Marcos is exempt from taxation, San Marcos shall provide a certificate of exemption to Harris within a reasonable time period. 2.8 Failure to Complete and Liquidated Damages. Harris acknowledges and understands that if completion of the project defined in this Agreement is delayed, San Marcos will suffer, sustain, and incur substantial commercial and economic loss, damage and detriment, including, without limitation, loss of income, and operating revenue from the project, the precise magnitude and extent of all of which may be difficult or impossible to ascertain. Accordingly, it is the intent and desire of the Parties to agree in advance upon the amount of any compensation which San Marcos will be entitled to receive from Harris if the project implementation does not proceed according to the mutual plan of the Parties. For each business day that the completion of project implementation is delayed past the scheduled implementation date , Harris shall pay to San Marcos the sum of $1,000. Such daily amount will not accrue if the circumstance underlying the delay is (i) agreed to by San Marcos, (ii) is required to accommodate project revisions requested by San Marcos, (iii) is required due to changes in project scope driven by San Marcos or (iv) required to accommodate resource and time constraints on the part of San Marcos. The sum of all such payments will not exceed the value of the "PUBS"