OPEX CORPORATION 1 - 2002 - Laserfiche WebLink

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THE AMOUNT OF THE PURCHASE PRICE OF A PARTICULAR PRODUCT OR THE COST OF A SERVICE HEREUNDER, WHICHEVER IS LESS. ALL ACTIONS ON THE WARRANTIES, HEREUNDER MUST BE COMMENCED WITHIN SIX (6) MONTHS OF THE DATE OF DELIVERY OR BE OTHERWISE LOST. THE LIMITED WARRANTY AND LIMITATION ON REMEDIES CONTAINED HEREIN ARE REFLECTED IN THE PURCHASE PRICE BEING UNDER THIS CONTRACT. 8. PATENT AND COPYRIGHT INDEMNIFICATION; CONFIDENTIALITY 8.1 Defense and Indemnification. OPEX shall have the right to elect either: (a) to (i) defend, at its expense, any claim (or suit) brought against Pumhaser alleging that any Product(s) furnished hereunder infringes a United States patent or copyright and (ii) hold Purchaser harmless from and against all costs and damages finally awarded (provided that OPEX is given prompt written notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim) or; (b) to reclaim the Product(s) and if they are reclaimed within five (5) years of purchase, to refund to Purchaser a refund for the Product(s) at their depreciated value. (c) In the defense or settlement of a claim pursuant to clause (a) above, OPEX may obtain for Purchaser the dght to continue using the Product(s), replace or modify the Product(s) so that they become non-infringing or, if such remedies are net reasonably available, grant Purchaser a refund as provided in clause (b) above. OPEX shall not have any liability if the alleged infringement is based upon the use or sale of the Product(s) in combination with other products or devices not furnished by OPEX. OPEX disclaims all other liability for patent and copyright infringement, including any incidental or consequential damages and the rights stated herein are the Purchaser's SOLE and EXCLUSIVE REMEDY. No licenses of any kind other than those expressly stated herein are granted by OPEX to Purchaser. 8.2 Confidentiality. OPEX and Purchaser understand and agree that, in its performance under this Agreement, or in the contemplation thereof, OPEX and its employees and agents may have access to confidential information of Purchaser ("Information"). OPEX agrees (i) that OPEX shall acquire no rights in or to the Information; and (ii) that OPEX shall use reasonable efforts to assure that its employees and agents keep the Purchaser's Information confidential. 9. OPEX's PROPERTY. 9.1 General Documentation, manuals, schematics, maintenance materials, tools, Site Management Guides, test equipment, and associated media to be used by OPEX personnel at the installation site shall remain the exclusive property of OPEX and shall be for OPEX's sole use. 9.2 Technology. The performance of the Product(s) is based upon a computer operated system which, for purposes hereof, shall be deemed to include the system and the mechanical and software components thereof (~Technology"). OPEX holds patents in both the Technology and in the Product(s). Purchaser agrees that it shall not copy, remove, use for any purpose other than in the operation of the Product(s), or disclose to any other party any of the Technology, and agrees to indemnify and hold OPEX harmless from and against any damages, costs or expenses which it suffers or incurs in connection with any breach of the provisions of this paragraph, including reasonable attorneys fees.