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confidential or three (3) years after receiving Discloser's Confidential Information, <br />whichever is later. <br />10. In , cl l , , emii fi cati , orla <br />10.1 Each Party ("Indemnifying Party") shall indemnify and hold harmless the other <br />Party ("Indemnified Party") against any losses, liabilities, costs, expenses, and damages <br />(including court costs and the reasonable fees of attorneys and other professionals) arising <br />out of a legal action, clairn, dernand, or proceeding by or on behalf of any third party for <br />bodily injury or death or damage to tangible personal property to the extent either party <br />breaches its responsibility under §8, or the same is alleged to be caused by negligence or <br />willful misconduct of the Indemnifying Party, its employees or agents. <br />10.2 The Indemnifying Party shall, at its own expense, defend the Indemnified Party <br />against any clairn giving rise to indemnity under this §10 and shall indemnify and hold <br />harmless the Indemnified Party for all losses, liabilities, costs, expenses, and damages <br />(including court costs and the reasonable fees of attorneys and other professionals) arising <br />out of such a claim. However, the Indemnifying Party is obligated to provide such <br />defense and indemnification only if the Indemnified Party: <br />a. gives Notice to the Indemnifying Party of a clairn giving rise to indemnity under <br />this § 10 promptly upon becoming aware of it; <br />b. gives the Indemnifying Party sole conduct of the defense to any claim or action <br />giving rise to indemnity under this § 10 and does not admit liability or otherwise <br />settle or compromise the claim or action except in accord with written <br />instructions of the Indemnifying Party-, and <br />c. acts in accord with the reasonable instructions of the Indemnifying Party and <br />gives the Indemnifying Party such assistance as it shall reasonably require, <br />related to the conduct of the defense including filing pleadings and other court <br />process and providing relevant documents. <br />10.3 In the event that SJVMI enters into contracts with third parties in order to utilize the <br />license granted by City pursuant to this Agreement, in such contracts SJVMI shall require <br />that the third parties agree to indemnify and hold harmless City in the sarne manner as <br />SJVMI has obligated itself under this Section 10. <br />11. Limitation Of J,iabi lily. in no event shall either City or SJVMI be liable for <br />indirect, special, incidental, consequential, punitive, or exemplary damages (including <br />lost profits, loss of business, loss of data, or any other economic darnage) of the other <br />Party or any other person or entity Occurring out of a breach of any provision of this <br />Agreement, even if City or SJVMI was advised, had other reason to know, or in fact <br />knew of the possibility of such damages and regardless of whether any claim for such <br />recovery is based upon theories of contract, negligence, or tort, <br />12. Termination. <br />. . . .... ..... 12.1 Subject to the provisions of §12,2, each Party (the "Terminating Party") has, without <br />prejudice to any other remedies, the right to terminate this Agreement by giving Notice to <br />the other Party (the "Non -Terminating Party") at any time in the event that the Non - <br />Terminating Party: <br />a. avails itself of, or is subject to by any third party, a proceeding in bankruptcy in <br />which the Non -Terminating Party is the named debtor, an assignment by the <br />Reciprocal License Apumnew baween Cily and SMA] Page 7 of 12 <br />