2025-220 - Laserfiche WebLink

Home Browse Search

BUSINESS, REVENUES OR SAVINGS, EVEN IF CI HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY CI BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THIS AGREEMENT. EXCEPT FOR CLAIMS FOR PERSONAL INJURY OR FOR DAMAGE TO REAL OR TANGIBLE PERSONAL PROPERTY TO THE EXTENT CAUSED BY CI'S FAULT OR NEGLIGENCE, CI'S MAXIMUM LIABILITY TO CUSTOMER FOR ANY CLAIM FOR DAMAGES RELATING TO CI'S PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT SHALL BE LIMITED TO $50,000. 16. Insurance. Within thirty (30) days of the execution of this Agreement, Ci shall furnish the Customer with certificates of insurance showing that Ci carries Automobile Insurance and General Liability Insurance in an amount not less than one million dollars ($1,000,000) per occurrence and Workmen's Compensation Insurance sufficient to satisfy state law requirements. The certificates of insurance shall also provide that at least thirty (30) days' notice in writing shall be given to the Customer of any cancellation or reduction of coverage before such coverage is cancelled or reduced. Ci shall not be relieved of any obligation of indemnification pursuant to this Agreement by reason of its failure to secure and maintain insurance as required by this Section. 17. Assignment. This Agreement may not be assigned without the consent of the other party, which consent shall not be unreasonably withheld. However, Ci, may: (i) assign all its rights, obligations and liabilities under this Agreement to any subsidiary; (ii) assign all of its rights, obligations and liabilities under this Agreement to a successor in the event of the sale of all or substantially all of the assets of Ci; and (iii) assign its rights to monies due or payable under this Agreement. Ci's assignment of monies due or payable under this Agreement will not relieve Ci of any obligations or responsibilities to Customer hereunder. 18. Termination. In addition to termination for non -renewal as set forth in Paragraph 3, the Parties agree that this Agreement may be terminated as set forth below. 18.1. Termination for Cause. Either party may terminate this Agreement for cause upon thirty (30) days' written notice to the other party in the event of a material breach of any provision of this Agreement, provided that such breach is not cured within the thirty (30) day notice period. If the breach is not reasonably curable within thirty (30) days, but the breaching party has commenced and is diligently pursuing a cure, the non -breaching party may agree in writing to extend the cure period. Termination under this Section shall be without prejudice to any other rights or remedies available at law or in equity. 18.2. Termination Due to Non -Appropriation. Notwithstanding any other provision of this Agreement, if sufficient funds are not appropriated or otherwise made available by Customer's governing body to permit Customer to fulfill its obligations under this Agreement, Customer may terminate this Agreement by providing written notice to Ci. Such termination shall be effective on the last day for which funds were appropriated. In the event of such termination, Customer shall pay Ci for all authorized services performed and expenses incurred up to the effective date of termination. No early termination penalties or cancellation fees shall apply. 11