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<br />luifian River County Library +atem May ?Q 199 -
<br />If the System, or any part thereof, fails to meet tine warranties herein during !lie applicable warranty period, the Library shall
<br />Promptly notify Geac of such failure. Geac, at its option and expense, shall either repair or replace the defective portion of
<br />the System. Expendable items, such as ribbons, tapes or cartridges, are excluded from the warranty. Geac warrants that the
<br />Library will obtain good and clear title to Ilse Equipment., free of arty liens or encumbrances. Gcac reserves the right to retain
<br />a security interest until all monies owed to Geac are paid in full. Geac warrants: a) that it has the right to grant Software
<br />licenses hereunder and that the Software will operate substantially in accordance with the functional specifications detailed in
<br />the Software documentation for the applicable release, and b) that the Software will be generally free from material faults,
<br />with the understanding drat the Software is of a complex nature and nmy have some inhercut defects.
<br />Both parties warrant that they have the fill] power and authority to enter into tins Agreement and that this Agreement is
<br />valid, binding, and enforceable against them. The warranties herein arc exclusive and are in lieu of all other warranties,
<br />expressed or implied, for the System. The Library's sole remedy and Geac's entire liability for equipment or software under
<br />warranty tftcnt is defective is lirntitcd to repair or replacennent of the defective item. THE IMPLIED WARRANTIES OF
<br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED, EXCEPT WHERE
<br />SUCH EXCLUSION IS PROHIBITED BY LAW.
<br />Gcac docs not wan -ant a) the compatibility with the System of any equipment not provided or certified by Gcac;
<br />b) the performance or functionality of the Soft vare on any equipment not provided or certified by Geac, or c) the
<br />performance of the Software if software not supplied or certified by Geac is oper;ntcd an the Equipment.
<br />12. Maintenance. Upon installation of the Central Site Hardware, Geac shall continence maintenance of the new
<br />System under a nuninteriance agreement between Geac and the Library. The Library's first annual maintenance invoice will
<br />be pro -rated to include the applicable warranties.
<br />13. Product and Service Orders. Tine Library may confirm this Agree itic nt or order otlie r equipment, sonwarc and
<br />services offered by Geac for the System tinder an order form acceptable to Geac which at a minimum contains a) the
<br />identification of the product or service (by quantity, model munber, description and charges), b) shipment instructions,
<br />including requested delivery dates, and c) reference to any proposal data provided by Gene. Any other terns and conditions
<br />on the order form or otherwise are not binding on Geac even if the Library fails to reference this Agreement which shall be
<br />deemed automatically incorporated in the Library's order,
<br />All orders are subject to Geac's acceptance and credit requirements.
<br />14. Taxation. The Library represents [telt it is exempt from federal, state and local taxation. The Library agrees to
<br />indemnify Geac for any federal, state or local taxes which Geac may be required to lofty in the event the Library is not exempt
<br />from such taxes or fails to Maintain its tax exempt status, togOltcr with reasonable legal fees, penalties, interest and/or other
<br />charges which may be incurred by Geac in connection with tare payment of such laaxes, provided that Geac uses its lest efforts
<br />to mininlire such fees, penalties, interest and charges.
<br />15. [Niter SoOt
<br />ivarc. The Library represents that it shall not develop its own software or enhancements for use in
<br />connection with the System or use software or devices provided by lbird parties in comicclion with ilic System.
<br />16, Disconflnuance. Within 30 days from the date ilia Library discontinues use of awry pili -tion of (lie Software licensed
<br />hereunder, the Library shall certify in writing to Geac that the Software or portion, including all machine-readable code, user
<br />documentation, other related nuacrials provided therewith, and any copies thereof, in whole or in part, have been destroyed or
<br />returned to Geac.
<br />17. Infringement. Geac shall defend any suit brought against lire Library alleging infringement of any patent or
<br />copyright ill the United States by the System and indenutify [lie Library against any damages and costs awarded provided that
<br />(a) Geode has the sole control of such defense, (b) such suit arose solely as a result of Genes design or composition of tine
<br />System, (c) the System is used by the Library in the form, state and condition as provided by Geac, and (d) the library
<br />provides immediate notice of such suit to Geac, The foregoing is Ge ac's entire liability for patent or copyright infringement
<br />by the System.
<br />18. LIh11TATIONOFLIAISILITY. GI -AC'S AND ITS LICENSORS' LIABILITY FOR DAMAGES UNDER THIS
<br />AGREEMENT, WHETHER FOR BREACH OF WARRANTY Olt CONTRACT, TORT (INCLUDING NEGLIGENCE).
<br />OR OTHERWISE, SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE EQUIPMENT OR LICENSE FEE
<br />OF 111E. SOFTWARE WHICH ALLEGEDLY CAUSED THE DAMAGE. IN NO EVENT SHALL GEAC OR ITS
<br />LICENSORS HAVE ANY LIABILITY FOR INCIDENTAL, SPECIAL. INDIRECT OR CONSEQUENTIAL DAMAGES,
<br />19, Tale and5eeitrity Interest. Title to the Equipment passes to Ilie Libruy upon shipinetit . Until full payment of the
<br />System is received Geac reserves a purchase money security i merest in all Equipment lutd the proceeds thereof to secure the
<br />Library's fall payment of tbo System. Such security intetesi terminates upon such payment Geac tray sign on behalf of the
<br />Geac Compmtem Inc Page 2 of 10
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