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6. TERMINATION. <br />a. Licensee may terminate the LSAP maintenance at any time in writing. Licensee shall be <br />entitled to a refund from Licensor of prepaid LSAP fees, prorated to the amount of time left for that <br />LSAP year. <br />b. This Agreement shall terminate upon breach of any term or condition of this Agreement. <br />Upon termination, Licensee shall destroy or retttm to Licensor the Licensed Software and all copies <br />of it. <br />SOURCE CODE. <br />The source is not provided as part of the Software, and Licensee shat I not reconstitute the <br />source code from the object code. Any attempt by Licensee to reconstitute the source code shal I he <br />deemed a breach of this agreement. If Licensor cannot provide Technical Support for the Software <br />due to insolvency, other business interruption, or cessation of marketing the Software, and, as a <br />result, Licensee is prejudiced, Licensor shall make a copy of the current source code available to <br />Licensee for its sole use in supporting the Software, without any right to further sublicense its use. <br />Licensee in tum agrees that the source code for the Software is an extremely valuable trade secret <br />and that Licensee will take all reasonable actions in under the terms of this agreement to preserve its <br />trade secret status. When the circumstances giving rise to Licensee's acquisition of the source code <br />have abated, Licensee shall return all copies of the source code in its possession and certify that no <br />copies have been made or that all copies have been destroyed <br />8. PROTECTION AGAINST COMPUTER VIRUSES. <br />Licensor understands the importance to the Licensee of protecting all of its machine- <br />readable data and information from all forms of surreptitious or malicious code, including <br />computer viruses. Licensor shall adopt testing procedures designed to test for and exclude such <br />surreptitious or malicious code from releases of the Licensed Software and all other software <br />delivered by Licensor to the Licensee in the expectation that such software shall be used in <br />connection with any of the Licensee's computer systems. Licensor warrants that the Licensed <br />Software and any other software shall be free from any back door, time bomb, drop dead-devise, <br />or other software routing designed to disable a computer program automatically with the passage <br />of time or under the positive control of persons other than the Licensee's personnel. <br />9. WARRANTY OF RIGHTS. <br />Licensor warrants that it owns and possesses all rights and interests in the Licensed Software <br />necessary to enter into this Agreement, and has the authority to convey and grant the licenses <br />granted by this Agreement. Licensor shall indemnify and hold Licensee, its City Council, its <br />agents and employees harmless from any loss, damage, or liability for infringement or violation <br />of any United States patent right or copyright, trade secret or other proprietary or intellectual <br />property rights of any third party with respect to the use of the Licensed Software delivered <br />hereunder. <br />10. COPYRIGHT AND PATENT INDEMNITY. <br />Licensor will indemnify and hold Licensee harmless and will defend, at its own expense, <br />4 of 20 <br />