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penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are <br />incurred by or awarded against the Indemnified Party (collectively, "Losses"), arising out of any <br />third -party claim alleging: <br />(a) breach or non -fulfillment of this Agreement by the Indemnifying Party; <br />(b) any negligent or more culpable act or omission of the Indemnifying Party in <br />connection with the performance of its obligations under this Agreement; or <br />(c) any failure by the Indemnifying Party to comply with any applicable federal, <br />state, or local laws or regulations in the performance of its obligations under this <br />Agreement. <br />Notwithstanding anything to the contrary in this Agreement, the Indemnifying Party is not <br />obligated to indemnify, defend, or hold harmless the Indemnified Party against any claim (whether <br />direct or indirect) if such claim or corresponding Losses arise out of or result from the Indemnified <br />Party's: (i) negligence or more culpable act or omission (including recklessness or willful <br />misconduct); or (ii) bad faith failure to comply with any of the material obligations set forth in this <br />Agreement. <br />9. No Transfer of Riglits, Title or Interest. The Disclosing Party hereby retains its <br />entire right, title, and interest in and to all Confidential Information. Any disclosure of such <br />Confidential Information hereunder shall not be construed as an assignment, grant, option, license, <br />or other transfer of any such right, title, or interest whatsoever to the Recipient. <br />10. No Other Obli =atioil. The Parties agree that this Agreement does not require or <br />compel the Disclosing Party to disclose any Confidential Information to the Recipient. <br />11. Govergili _ [..aw, Jurisdiction; Compliance. This Agreement shall be governed by <br />and construed in accordance with the internal laws of the state of Indiana without giving effect to <br />any choice or conflict of law provision or rule that would cause the application of laws of any <br />jurisdiction other than those of the state of Indiana. Any legal suit, action, or proceeding arising <br />out of or related to this Agreement or the matters contemplated hereunder shall be instituted in the <br />federal courts of the United States or the courts of the state of Indiana in each case located in the <br />city of South Bend and in St. Joseph County. The Recipient shall comply with all federal, state, <br />and municipal laws, regulations, and standards applicable to its activities pursuant to this <br />Agreement. <br />12. Notices. All notices or communications required or permitted pursuant to the terms <br />of this Agreement shall be in writing and shall be delivered to such Party as follows: <br />To Disclosing Party: Attn: Corporation Counsel <br />City of South Bend <br />1200 County -City Building <br />227 W. Jefferson Blvd. <br />South Bend, IN 46601 <br />