Agmt 2003 Dynix Corporation - Laserfiche WebLink

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f E. Except to the extent permitted by applicable law, the Library may not make copies of the Software, other than for archival or backup purposes, nor shall it modify, decompile, or reverse- engineerthe Software. F. Dynix may update and modify the Software from time to time, as it deems necessary. G. Dynix or its independent audit firm may, upon reasonable notice, examine and audit the records and systems of the Library to ensure compliance with any license granted by Dynix. Any audit will be performed during the Library's regular business hours and in a manner which avoids unreasonable interference with the Library's operations. If such an audit reveals that the Library has underpaid or failed to pay any license fee, the Library agrees promptly to correct such underpayment. H. The Library acknowledges that any breach or threatened breach of any license involving unauthorized use of Dynix's intellectual property rights will result in irreparable harm to Dynix for which damages would not bean adequate remedy. 1. The Library may not alter or obscure any proprietary rights notice, including the phrase "powered by Dynix," appearing on any Dynix-supplied materials and must include such notices on any copies. J. Dynix's placement of a copyright notice on any portion of any Software or any update to such Software will not be construed to mean that such portion has been published and will not derogate from any claim that such portion contains proprietary and confidential information of Dynix. K. Upon termination of this license, the Library shall destroy or return to Dynix all copies of the Licensed Software. 11. INTELLECTUAL PROPERTY CLAIMS A. Dynix will defend or settle, at its option and expense, any legal proceeding brought against the City/Library to the extent it is based on a claim that Licensed Software provided by Dynix or any original works of authorship written by Dynix under a statement of work infringes a third party's intellectual property rights. "Intellectual property rights" means all intellectual property rights, including patents, trademarks, design rights, copyrights, database rights, trade secrets and all other rights of an equivalent nature. Dynix will indemnify the City against all damages and costs attributable exclusively to such claim awarded by the court finally determining the case, provided that the City: 1. promptly gives written notice of the claim to Dynix; 2. gives Dynix sole control of the defense and settlement of the claim; 3. provides Dynix, at Dynix's expense, with all available information and assistance relating to the claim and legal proceeding; 4. does not compromise or settle such claim; and 5. is not in material breach of any Agreement. B. If such materials are found to infringe, or in the reasonable opinion of Dynix are likely to be the subject of a claim, Dynix will, at its option: 1. obtain for the Library the right to use such materials; 2. replace or modify the materials so they became non-infringing; or 3. if neither (1) nor (2) is reasonably achievable, remove such materials and refund their net book value based on a straight-line basis over a five (5) year period commencing on the date the allegedly infringing item(s) were first delivered to the Library. C. Dynix has no obligation to the extent any claim results from: 1. modification of the materials other than at the direction of Dynix, or 2. use of an allegedly infringing version of the materials, if the infringement could have been avoided by the use of a different version made available to the Library. THIS SECTION STATES DYNIX'S ENTIRE OBLIGATION TO THE CITYILIBRARY AND THE CITY'S/LIBRARY'S SOLE REMEDY FOR ANY CLAIM OF INFRINGEMENT. City of San Leandro -Page 4 CONFIDENTIAL AND PROPRIETARY