Contracts & Agreements_232-2017 - Laserfiche WebLink

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agrees and understands that SUPERION (b) Additional Costs Customer will also MAKES NO WARRANTIES WHATSOEVER, reimburse Superion for actual travel and living EXPRESSED OR IMPLIED, WITH REGARD expenses that Superion incurs in providing TO ANY IMPROVEMENTS AND/OR ANY Customer with Improvements under this OTHER MATTER RELATING TO THIS Agreement, with reimbursement to be on an AGREEMENT, AND THAT SUPERION as-incurred basis Such travel and living EXPLICITLY DISCLAIMS ALL WARRANTIES expenses will be governed by Superion's OF MERCHANTABILITY AND FITNESS FOR Corporate Travel and Expense A PARTICULAR PURPOSE FURTHER, Reimbursement Policy and will be invoiced on SUPERION EXPRESSLY DOES NOT a monthly basis in arrears and due within thirty WARRANT THAT A COMPONENT SYSTEM, (30) days from the date of invoice In no event ANY CUSTOM MODIFICATION OR ANY shall travel expenses exceed those IMPROVEMENTS WILI BE USABLE. BY established in City of Sunrise Code of CUSTOMER IF THE COMPONENT SYSTEM Ordinances 2-2 OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN (c) Taxes. Customer is responsible for SUPERION, OR WILL BE ERROR FREE, paying all taxes (except for taxes based on WILL OPERATE WFTH{JUT INTERRUPTION Superion's net income or capital stock) OR WILL BE COMPATIBLE WITH ANY relating to this Agreement, the Improvements, HARDWARE OR SOFTWARE OTHER THAN any services provided or payments made THE EQUIPMENT under this Agreement Applicable tax amo�,nts (if any) are NOT included in the fees 6 Termination A party ha:, the right to set forth in this Agreement If Customer is terminate this Agreement if the other party exempt from the payment of any such taxes, breaches a material provision of this Agreement Customer must provide Superion with a valid Either party has the right to terminate this tax exemption certificate otherwise, absent Agreement at any time while an event or proof of Customer's direct payment of such condition giving rise to the right of termination tax amounts to the applicable taxing authority exists To terminate this Agreement, the party Superion will invoice Customer for and seeking termination must give the other party Customer will pay to Superion all such tax notice that describes the event or condition of amounts termination in reasonable detail From the date of its receipt of that notice, the other party will have thirty (30) days to cure the breach to the 4 Term This Agreement will remain in full reasonable satisfaction of the party desiring force and effect throughout the initial Contract termination If the event or condition giving rise Term (October 1, 2017 to June 30, 2018) to the right of termination is not cured within that After the initial Contract Term, this Agreement period, then the party seeking to terminate this will renew for the additional Contact Term Agreement can effect such termination by (July 1, 2018 to June 30, 2019) unless, at providing the other party with a termination least six (6) months prior to the expiration of notice that specifies the effective date of such the initial Contract Year, Customer notifies termination Termination of this Agreement will Superion in writing of Customers intent not to be without prejudice to the terminating party's renew the Agreement for the second Contract other rights and remedies pursuant to this Term During the second Contract Term, the Agreement Customer reserves the right to terminate the Agreement by providing Superion with at least 7. Confidential Information Except as sixty (60) days' notice prior to the ntended otherwise permitted under this Agreement, the cancelation date After the second Gontract Recipient will not knowingly disclose to any third Term, this Agreement may be extended, upon party or make any use of the Discloser's written request by the Customer, for a period Confidential information The Recipient will use of(6) months to be billed on a month-to-month at least the same standard of care to maintain basis, and requiring at least sixty (60) days' the confidentiality of the Discloser's Confidential notice by either party terminate the Agreement Information that it uses to maintain the during this period confidentiality of its own Confidential Information of equal importance Except in connection with 5 Disclaimer of Warranties Customer the Software and any software provided with the Page 4 of 9