SYSTEM INNOVATORS 1 - 2001 - Laserfiche WebLink

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(b) Customer further agrees not to directly or indirectly disclose, display, provide, transfer or otherwise make available all or any part of the soume code for SII Software to any person or entity other than (i) SII's employees or (ii) Customer's employees or agents that need to work with the source code, without prior written consent of SII. (c) Customer further agrees not to sell, assign, lease, license, or in any manner encumber, pledge, convey, or transfer the Sof~ware or any interest therein. 16. Termination. (a) Either party may terminate this Agreement upon written notice to the other if: (i) a material violation of this Agreement by the other party is not remedied within thirty (30) days at~er notice of violation; or (ii) any representation or warranty made by the other party shall prove to have been false or fraudulent in any material respect as of the date the same was made; or (iii) the other party adnfits in writing its inability to pay its debts generally as they become due, or executes an assignment for the benefit of creditors or similar document; or (iv) a receiver, trustee in bankruptcy or similar officer is appointed for the other party's property. Customer shall have the right to terminate this Agreement for any reason, with no penalty and no refund of any monies previously paid to SII, by giving thirty (30) days' prior notice to SII. Such termination shall not affect rights or liabilities of the parties with respect to paragraphs 15, 17, 18 and 19. If Customer terminates this Agreement for a cause stated in 16(a),(b),(c) or (d) prior to the Acceptance of Sof~ware, SII will refund all monies paid to SII by Customer. (b) Termination shall not exclude other remedies for failure of a party to perform its obligations. (c) Upon termination of this Agreement, each party shall promptly return to the other any and all personal property of the other held by such party and shall provide a certificate to the other party to the effect that it has delivered to the other party all property belonging to the other party and has retained no duplicates or copies of any such property. 17. Wan'antics and Disclaimem. SII warrants that the SII Software will conform to SII supplied specifications and documentation, as periodically revised, for a period of one (1) year following Acceptance of the SII Software, provided no changes, modifications or enhancements have been made to the SII Software by Customer or third parties. SII will use its best efforts to correct or repair any defects in the SII Software; provided, however, that such defect is reported to SII in writing within the warranty period. SII does not warrant that the operation of the SII Sol%yarc will be uninterrupted or error free. SII also warrants that SII has the right to grant a license for SII Sofiware and the right to grant a license for all third- party Software licensed under this Agreement. SII shall indemnify and hold harmless Customer from and against any claims, including reasonable legal fees and expenses arising from a breach of this warranty to grant licenses. SII shall defend or settle any suit or proceeding against Customer arising from a breach of this warranty to grant licenses. SII MAKES NO OTHER WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, HARDWARE OR SERVICES PROVIDED BY SII UNDER AND PURSUANT TO THIS AGREEMENT. 18. Patent and Copyright Indemnification. (a) SII shall indemnify and hold harmless Customer from and against any claims, including reasonable legal fees and expenses, based upon infringement of any United States copyright or patent by SII Sottware. SII shall defend or settle any suit or proceeding brought against Customer by a third party arising out of, or relating to, Customer's own internal use of the Sofiware provided that SII is given prompt notice of such claim and is given information, reasonable assistance and sole authority to defend or settle the claim. (b) SII, at its option, may obtain for Customer the right to continue using or to replace or modify the Software involved so it becomes non-infringing; or if such remedies are not reasonably available, grant Customer a refund for the So/13vare involved and accept its return. SII - Purchase and Sofavare License Agreement 4