Agmt 2005 New World Systems - Laserfiche WebLink

Home

(iv) At the end of ninety (90) days unless the termination has been revoked in writing by Customer, the Agreement terminates. 15.2 By New World: If Customer fails to make prompt payments to New World when invoiced, or if Customer fails to fulfill its responsibilities outlined in Section 11, Paragraph 6.0, then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall define the reason for termination; (ii) Ifthe cited reason for termination is Customer's failure to make prompt payment, Customer shal I have thirty (30) business days from receipt of said notice to make payment in full for all outstanding invoiced payments due; (iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities, Customer shall have ninety (90) days from receipt of said notice to correct any actual deficiencies in order to satisfy the tenors of this Agreement; (iv) During the applicable cure period, New World will use sound management practices and its best efforts to resolve any issues or obstacles -- including the reassignment of personnel if necessary to improve the working relationship; (v) At the end of the applicable cure period, unless the termination has been revoked in writing by New World, the Agreement terminates. 15.3 In the event of termination by either party, New World shall continue to provide its services, as previously scheduled, through the termination date and the Customer shall continue to pay all fees and charges incurred through the termination date as provided in the attached Exhibits. 15.4 Upon termination under subparagraph 15.1, Customer shall return to New World all copies of each application of Licensed Software and related Licensed Documentation provided to Customer under this Agreement. 15.5 Nothing in this paragraph on termination is intended to infer that either party has or does not have a claim for damages. 15.6 The Terms and Conditions relating to ownership, warranties, non-recruitment of personnel, confidentiality and non-disclosure, limitation of liability and recoverable damages, Copyright Act, dispute resolution and the General provisions (18.0), survive termination. 16.0 PATENT AND TRADEMARK INDEMNIFICATION New World agrees to indemnify and save the Customer harmless from and against any and all judgments, suits, costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any patent or copyright arising from the licensing ofthe Licensed Standard Software pursuant to this Agreement, provided that Customer has notified New World in writing of such allegation within thirty (30) days of the date upon which the Customer first receives notice thereof. New World's obligation to indemnify and save Customer harmless under this paragraph is void if the claim of infringement arises out of or in connection with any modification made to the Licensed Standard Software or any use of the Licensed Standard Software not specifically authorized in writing by New World. 17.0 NOTICES 17. ] Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the business address of the Customer. 17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the following address (or to any other address so specified by New World): New World Systems Corporation 888 West E3ig Beaver, Suite 600 Troy, Michigan 48084 Attention: President 18.0 INDEMNIFICATION 18.1 For purposes of personal injury or property damage only, and excluding any injury or damage related to the use of New World's Licensed Products, New World agrees to protect, indemnify and hold harmless the Customer and its respective officers, employees and agents from and against all claims, actions and suits, and will defend the Customer and its respective officers, employees and agents, at his/her own cost and at no cost to the Customer, in any suit, action or claim, including appeals, for CONFIDENTIAL Page 8 (Revised 02/] 0/04) City of Sari Leandro, CA