1999-011 - Laserfiche WebLink

Home Browse Search

0 4• any further consideration. 4.2 Customer License. Effective upon completion of the services set forth in Exhibit A and payment by Customer of the fees and expenses invoiced by Consultant with respect thereto, Consultant shall issue to Customer a nonexclusive license to use the Software. Notwithstanding any termination of this Agreement, Customer shall agree to the terms and conditions set forth in the license agreement. Consultant shall make available to Customer an annual software maintenance agreement. 4.3 Customer Data. All right, title, and interest in and to any data relating to Customer's business are and shall remain the property of Customer, whether or not supplied to Consultant. Section 5 Responsibilities of Customer for Software 5.1 Environment and Utilities. Customer is responsible for ensuring a proper environment and proper utilities for the computer system on which the Software operates, including but not limited to an uninterruptable power supply. 5.2 Qualified Operator. Customer is responsible for selecting a trained operator(s) who is/are qualified to operate the Software on Customer's own equipment and is familiar with the information, calculations, and reports that serve as input and output of the Software. Customer accepts sole responsibility for the use of the Software in its business and operations. 5.3 Right to Inspect. Customer hereby authorizes Consultant to enter Customer's premises in order to inspect the Software in any reasonable manner during normal business hours. 5.4 Obsolescence. Except as otherwise agreed by Consuitant with reference to further work orders, Consultant is not responsible for obsolescence of the Software that may result from changes in Customer's requirements. Consultant assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Software. Section 6 Proprietary Information 6.1 Trade Secrete_ C'.tictnmer arknnwlerloe_.c that in grriPr to nPrfnrm the ePryirrc ra_nPd fer in. tl'.S Agreement, it shall be necessary for Consultant to disclose to Customer certain Trade Secret(s) that have been developed by Consultant at great expense and that have required considerable effort of skilled professionals. Customer further acknowledges that the Software will of necessity incorporate such ► rade Secrets. Customer agrees, except as may be required by the Public Records Act, that it shall not disclose, transfer, use, copy, or allow access to any such Trade Secrets to any employees or to any third parties, excepting those who have a need to know such Trade Secrets in order to give effect to Customer's rights hereunder and who have bound themselves to respect and protect the confidentiality of such Trade Secrets. 6.2 Scope of Restriction. As used herein, the term "Trade Secret(s)" shall mean any scientific or technical data, information, design, process, procedure, formula, or improvement that is commercially valuable to Consultant and not generally available in the industry.