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<br />terminate ALR's obligations under this Subparagraph 8A. <br />Ifreasonably available, ALR, at its 80le option and expense, <br />shall have the right to procure the right of CLIENr to <br />continue using the Licensed Program and Materials, or <br />replace or modify the Licensed Program and Materials in a <br />form which is non. infringing. ALR shall have no obligation <br />to defend CLIENT or pay costs, damages or attorney's fees <br />for any such claim based upon use of the Licensed Program <br />and Materials which has been enhanced, modified or <br />changed in any manner by any party other than ALR. <br /> <br />B. CLIENT shall maintain ALR's patent and/or copyright <br />notice on the Licensed Program and Materials, and shall <br />reproduce such notice on any copies in whole or in part of <br />the Licensed Program and Materials (as such copies are <br />permitted under this Agreement). <br /> <br />C. CLIENT acknowledges that the Licensed Program and <br />Materials are the property of ALR, and that ALR intends <br />that CLIENT will use the Licensed Program and Materials <br />only under the terms and conditions of this Agreement. <br />CLIENT acknowledges that the Licensed Program and <br />Materials are ALR's proprietary information and trade <br />secret, whether or not any portion thereof may be validly <br />patented and/or copyrighted. <br /> <br />D. CLIENT agrees that any enhancement or modification to <br />the Licensed Program and Materials developed by CLIENT <br />with or without any advice or support by ALR, or by ALR <br />for CLIENT, whether or not reimbursed by CLIENT and <br />whether or not in conjunction with CLIEN'rS employees or <br />agents, shall be the exclusive property of ALR. Any <br />enhancement to the Licensed Program or modification used <br />by CLIENT, regardless of the creator of the same, shall be <br />delivered to ALR or destroyed by CLIENT upon termination <br />of this Agreement. <br /> <br />9. PROPRIETARY AND TRADE SECRET INFORMATION. <br />CLIENT agrees to protect the confidential nature of the <br />Licensed Program and Materials. <br /> <br />A. CLIENT agrees not to lend, sell, lease or otherwise dispose <br />of the Licensed Program and Materials nor shall CLIENT <br />allow any person other than full time employees of the <br />CLIENT access to same. <br /> <br />B. Except as otherwise permitted in this Agreement, CLIENT <br />agrees not to copy in whole or in part the Licensed Program <br />and Materials. <br /> <br />10. LIABILITY OF ALR. ALR shall in no event be liable under this <br /> <br />Agreement for loss of profit, goodwill or other special or <br />consequential damages suffered by CLIENT or others as a result <br />of CLIENTS use of the Licensed Program and Materials, and <br />ALR's performance hereunder. ALR's liability for direct <br />damages incurred by CLIENT or others resulting from <br />CLIEN'rS use of the Licensed Program and Materials, or from <br />ALR's performance hereunder, shall not collectively exceed the <br />amount of the Total Contract Price paid under this Agreement. <br /> <br />11. DEFAULT. Failure by ALR or CLIENT to comply with any <br />term or condition under this Agreement shall entitle the other <br />party to give the party in default written notice requiring it to <br />cure such default; provided, however, that if CLIENT violates <br />any of the conditions of Paragraph 9 hereo~ this Agreement <br />shall immediately terminate. If the party in default has not <br />commenced to cure such default within ten (10) days after <br />receipt of notice, the notifying party shall be entitled, in addition <br />to any other rights it may have under this Agreement or <br />otherwise under law, to terminate this agreement by giving <br />notice to take effect immediately. The right of either party to <br />terminate this Agreement hereunder shall not be affected in any <br />way by its waiver of or failure to take action with respect to any <br />previous default. Upon the termination of the Agreement due <br />to a violation of ALR's Copyright or Paragraph 9, CLIENT shall <br />return the Licensed Program and Materials and any copies <br />thereof to ALR and shall certify that it no longer has any rights <br />to use the Licensed Program and Materials and that the original <br />and all copies of the Licensed Program and Materials have been <br />returned to ALR. The term "default" as used in this Agreement <br />shall include the institution of proceedings by or against <br />CLIENT under federal or state bankruptcy laws, . and an <br />assignment or receivership for the benefit of creditors. <br /> <br />12. EMPLOYMENT OF ALR PERSONNEL. During a two (2) year <br />period commencing with the date of this Agreement, CLIENT <br />agrees for CLIENT and any affiliate or successor of CLIENT not <br />to employ, contract with or secure, either directly or indirectly, <br />the services of any staff member of ALR (who is a staff member <br />as of the date of this Agreement or during the aforementioned <br />two (2) year period). <br /> <br />13. EQUAL OPPORTUNITY EMPLOYER. ALR represents to <br />CLIENT that it is an equal opportunity employer. <br /> <br />14. GENERAL PROVISIONS. The following general provisions <br />shall apply in. the performance of this Agreement: