Laserfiche WebLink
<br />any patent or copyright arising from the licensing of the Licensed Software pursuant to this <br />Contract. <br /> <br />(b) STW does, for its employees, agents and assigns, agree to indemnify, save, keep and <br />hold hannless CUSTOMER, its past, present and future officers, elected officials, employees, <br />agents, insurers and attorneys from and against any and all claims, suits, actions, causes of <br />action, demands, damages, costs, expenses, attorney's fees and other compensation for injuries <br />to STW's employees, agents or assigns and damages to STW's, its employees', agents' or <br />assigns' property occurring while on CUSTOMER's premises. <br /> <br />(c) Indemnitv. If action is brought against CUSTOMER claiming that Licensed Product <br />infringes a patent, copyright or trade secret within the United States, STW will defend <br />CUSTOMER at STW's expense and pay the damages and costs finally awarded in the <br />infringement action. Such shall apply only under the following conditions: <br /> <br />(1) CUSTOMER notifies STW promptly upon learning that the claim <br />might be asserted; <br /> <br />(2) STW has sole control over the defense of the claim and any <br />negotiation for its settlement or compromise; and <br /> <br />(3) CUSTOMER takes no action that, in STW'sjudgment, is contrary to <br />STW's interest. <br /> <br />(d) Alternative Remedv. If a claim described in Paragraph 7(b) may be or has been <br />asserted, CUSTOMER will pennit STW, at STW's option and expense, to: <br /> <br />(1) Procure the right to continue using the Licensed Product; <br /> <br />(2) Replace or modify the Licensed Product to eliminate the infringement <br />while providing functionally equivalent perfonnance; or <br /> <br />(3) Accept the return of the Licensed Product and refund to CUSTOMER <br />the amount actually paid to STW for such Licensed Product, less depreciation <br />based on a five-year straight-line depreciation schedule, and a pro-rata share of <br />any maintenance fees that CUSTOMER actually paid to STW for the period that <br />such Licensed Product was or will not be usable. <br /> <br />(e) Limitation. STW shall have no indemnity obligation to CUSTOMER if patent, <br />copyright or trade secret infringement claim results from the following: <br /> <br />(1) A modification of the Licensed Product not provided by STW; <br /> <br />(2) The failure of CUSTOMER to promptly install an Update; or <br /> <br />6 <br />