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defense of such Claim and any appeal arising therefrom. The indemnification obligations under the <br />section "Indemnification for Intellectual Property Right Infringement" are expressly conditioned <br />upon the Customer' compliance with this paragraph "3" of section "Indemnification for Intellectual <br />Property Right Infringement". <br />4. The Contractor will have no liability for Claims to the extent arising from and, but for one <br />or more of the following, there would be no infringement: (a) use of the Products in violation of this <br />Agreement or applicable law, (b) use of the Products after the Contractor notifies the Customer to <br />discontinue use due to an infringement claim, (c) modifications to the Products not made by the <br />Contractor or made by the Contractor based on the Customer specifications or requirements, (d) use of <br />the Products in combination with any software, hardware, application, service, or third party content <br />not provided by the Contractor, (e) use of the Products in combination with services, regulations, or <br />ordinances imposed or offered by the Customer, (f) infringement of any intellectual property <br />infringement claim(s) known by the Customer at the time Products are obtained, or (g) the Customer' <br />failure to use reasonable materials or instructions from the Contractor which would have rendered the <br />Products non -infringing after a reasonable implementation period, provided that (i) use of such <br />materials and instructions are communicated in writing to the Customer and identified as required to <br />be implemented to avoid loss of IP indemnification, (ii) no substantial material or labor cost addition, <br />or qualification or re -tooling costs shall be incurred as a result of using such materials or carrying out <br />such instructions (unless the Contractor reimburses such costs), and (iii) the implementation of such <br />instructions or use of such materials can be completed in a commercially reasonable timeframe and do <br />not materially and adversely affect the performance and specifications of the Products. <br />8.4 EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF <br />LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE RISK <br />BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE <br />BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT <br />OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY <br />EVEN IF THE REMEDIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE. <br />9. TERM AND TERMINATION <br />9.1 Term of Agreement. This Agreement begins on the Effective Date (defined as the <br />order form signature date or purchase order date) and continues until terminated pursuant <br />to this Section 9. <br />9.2 Termination Rights. This Agreement may only be terminated as follows: (a) by mutual, <br />written agreement of the parties; (b) by either party if the other party materially breaches this <br />Agreement, and does not cure the breach within 30 days after receiving written notice from the non - <br />breaching party; (c) by either party if such party elects to not renew all License Periods; or (d) by <br />either party if the other party makes a general assignment for the benefit of creditors, suffers or <br />permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject <br />to any proceeding under the U.S. Federal Bankruptcy Act or any other foreign or domestic statute, <br />law, rule or regulation relating to insolvency or the protection of rights of creditors, which <br />proceeding is not dismissed within 60 days. <br />9.3 Effect of Termination. Upon any termination of this Agreement, without prejudice to <br />any other rights or remedies which the parties may have, the following applies: (a) Customer shall <br />immediately cease all use of all Hardware and all Software; (b) all other rights and obligations <br />immediately cease, except that Sections 1.3, 2.3, 2.4, 6, 7.3, 8, 9.3, 10, and 12 shall survive <br />