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Res 1992-119
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Res 1992-119
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Last modified
7/12/2007 11:14:35 AM
Creation date
7/12/2007 11:14:35 AM
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City Clerk
City Clerk - Document
Resolutions
City Clerk - Type
Agreement
Number
1992-119
Date
9/28/1992
Volume Book
108
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<br />(d) Within one (1) month after the termination of this License, Licensee shall certify in writing to BRC that, <br />to the best of Licensee's knowledge, all copies of the Licensed Programs and Support Documentation have been <br />returned or destroyed, except for any archive copy permitted under paragraph F.3(b). <br /> <br />G. Warranty. <br /> <br />1. Warranty. BRC warrants that the media on which the Licensed Programs are del ivered shall be free from defect, <br />and shall be replaced if found defective. BRC WARRANTS THAT THE LICENSED PROGRAMS PROVIDED HEREUNDER SHALL PERFORM <br />IN SUBSTANTIAL ACCORDANCE WITH INDUSTRY STANDARDS FOR THEIR INTENDED PURPOSE. HOWEVER, EXCEPT AS OTHERWISE PROVIDED <br />HEREIN OR BY STATUE, BRC DISCLAIMS ALL WARRANTIES AND LICENSEE WAIVES ALL WARRANTIES WITH RESPECT TO ALL LICENSED <br />PROGRAMS PROVIDED HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR <br />PURPOSE. <br /> <br />2. Limitation of Liabilitv. BRC's liabil ity for any losses or damages of any nature, except for personal injury, <br />whether direct, indirect or incidental, arising from the installation, design or used of any of the Licensed Programs <br />or Support Documentation shall be limited to the aggregate amount of the fees paid to BRC under this License. <br /> <br />3. Licensee's Dutv. Licensee shall be solely responsible for assuring: <br /> <br />(a) That the Designated Machine is compatible with the Licensed Programs, except that BRC shall be responsible <br />for assuring compatibility if the Designated Machine was supplied by Business Records Corporation or one of its <br />aff i l i ates; <br /> <br />(b) The accuracy of the input data; and <br /> <br />(C) Proper use of the Licensed Programs. <br /> <br />H. Indemnification. BRC shall indennify the Licensee against the liabilities and costs, including reasonable attorney's <br />fees, of defending any suit arising from alleged infringement by any of the Licensed Programs of any United States <br />patent or copyright, or the trademark, trade secret, or unfair competition rights of a third party, provided that <br />Licensee promptly notifies BRC in writing of the suit or any claim of infringement and that BRC is permitted to <br />control fully the defense and any settlement of the suit. Licensee shall cooperate fully in the defense of the suit, <br />and may appear, at its own expense, through counsel of its choice. BRC may settle any such suit on a basis requiring <br />BRC to substitute for the licensed Programs and Support Documentation alternative programs and support materials <br />that are substantially equivalent. <br /> <br />I . Remedies. <br /> <br />1 . Equitable Relief. If Li censee breaches any of its obl i gat ions set forth inSect i on F, or if such a breach is <br />likely to occur, BRC shall be entitled, in addition to all remedies at law or in equity it may have, to equitable <br />relief including orders for specific performance and injunction. The rights and remedies of BRC set forth in this <br />License are not exclusive and are in addition to any other rights and remedies provided by law. <br /> <br />J. Miscellaneous. <br /> <br />1. Counterparts. This License may be executed in counterpart, all of which taken together shall constitute one <br />single agreement between the parties. <br /> <br />2. Schedules. Headings and Interpretation. The section and paragraph headings used herein are for reference and <br />convenience only and shall not enter into the interpretation hereof. The schedules and attachments referred to <br />herein in and attached, and to be attached hereto, are incorporated herein to the same extent as if set forth in <br />full herein, unless the context otherwise requires. <br /> <br />3. General Confidentialitv. Except as Customer is otherwise required by law to disclose the information contained <br />herein, Customer agrees that during the term of this Agreement, they shall not disclose any information and shall <br />take all reasonable precautions to prevent disclosure of any information, regarding the content of this Agreement <br />or performance hereunder to any third party. <br /> <br />4. Force Maieure. BRC or Licensee shall be excused from performance hereunder for any period BRC or Licensee is <br />prevented from performing a service pursuant hereto in whole or in part as a result of an act of God, war, civil <br />disturbance, court order, labor dispute or other cause beyond its reasonable control. In addition, such <br />nonperformance shall not be a ground for termination or default. <br />
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