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provide sufficient rights to Xerox; or (6) Products or Services infringement <br />resulting from Customer's direction, specification, or design. <br />If a Claim is made or appears likely to be made, Customer agrees to permit <br />Xerox, at Xerox's sole option and expense, to obtain the right to enable <br />Customer to continue to use such Indemnified Items, to make them non - <br />infringing or to replace them with items that are at least functionally <br />equivalent. If Xerox determines that none of these alternatives is reasonably <br />available, Customer agrees to return such Indemnified Items to Xerox upon <br />Xerox's written request. Xerox will then give Customer a credit equal to the <br />amount Customer paid Xerox for such Indemnified Items, less a reasonable <br />usage fee. <br />C. Indemnification Procedures. The indemnification obligations set forth above in <br />subsections GEN 1.10(a) and (b) are subject to the following: <br />i. Customer shall give Xerox prompt written notice of any Claim for which it <br />seeks indemnification and provide copies of such Claim and any documents <br />relating to the action that is the basis of the Claim; <br />ii. Xerox shall have sole control over the defense and settlement of such <br />Claim, provided that the Customer shall be entitled to participate in the <br />defense of such Claim and to employ counsel at its own expense to assist <br />in the handling of such Claim; <br />iii. Customer shall provide all reasonable cooperation requested by Xerox in <br />order to properly defend such Claim at Xerox's own expense; <br />iv. Xerox shall obtain the prior written approval of the Customer before <br />entering into any settlement of such Claim, if such settlement would <br />adversely affect any rights of or impose any obligation or liability on the <br />Customer; and <br />V. any failure or delay to notify Xerox under Section GEN 1.10(c)(i) above <br />shall not relieve Xerox of its obligations under this Agreement or the <br />respective Order except to the extent the failure or delay is materially <br />prejudicial to Xerox's defense of the claim. <br />GEN 1.11 Limitation of Liability <br />Except as prohibited by law, the following limitations apply: <br />a. NO CONSEQUENTIAL DAMAGES. SUBJECT TO SECTION GEN 1.11.c., IN <br />NO EVENT WILL EITHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE <br />OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO THE <br />OTHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, <br />DIRECTORS, EMPLOYEES OR AGENTS FOR ANY INDIRECT, INCIDENTAL, <br />EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, <br />INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, <br />REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT <br />(INCLUDING NEGLIGENCE AND INDEMNITY) OR OTHERWISE, AND EVEN IF <br />SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. <br />b. LIMITATION ON RECOVERY. SUBJECT TO SECTION GEN 1.11.c., THE <br />TOTAL AGGREGATE LIABILITY OF EITHER PARTY (AND ITS AFFILIATES AND <br />THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) <br />FOR DIRECT DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO <br />THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING <br />NEGLIGENCE AND INDEMNITY), OR OTHERWISE, WILL BE <br />FL -University of So. Florida Master Agreement 15 11/24/2011 82 <br />