IES INTERACTIVE TRAINING 1-2004 - Laserfiche WebLink

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for its intemal business purposes. City receives no title or ownership rights to such software. City agrees that it shall not decompile, reverse engineer or otherwise attempt to gain access to the software source code. Except for the license granted herein, all right, title and interest in the software and documentation shall remain exclusive property ofIES or its licensors. 9. PATENT AND COPYRIGHT PROTECTION IES warrants that it owns and possesses all rights and interests in the RANGE 3000 software necessary to enter into this Agreement, and has the authority to convey and grant the City pennission to utilize the system. IES shall indemnify, defend at its own expense, and hold City, its officers, agents and employees harmless from any loss, damage, or liability for infringement or violation of any patent or copyright, trade secret or other proprietary or intellectual property rights of any third party in the United States, and will pay any settlement, cost and/or damages awarded, provided that (a) such infringement has not resulted from modification of the Software effected by or for City; (b) IES is promptly notified in writing of any notice received by City of any claim or of any threatened or actual suit.; (c) IES has the right to control the defense of any claims, suits or proceedings, and City will not settle any claims, units or proceedings without IES's consent; and (d) at IES's request and expense, IES is given sufficient infonnation and assistance by City for the defense of the claims, suits or proceedings. Following receipt of a notice of any claim or threatened or actual suit, City shall pennit IES, in IES's sole discretion and at its own expense, to procure for City the right to continue using the Software; modify the Software such that it is non-infi-inging, while not degrading its perfonnance; or accept the return of the software and refund to City the price paid to IES for the Software. IES shall not be liable or responsible for any settlement of any claim entered into without its prior written consent. OTHER THAN AS EXPRESSLY STATED HEREIN, IES SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING WITHOUT LIMITATION ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES) ARISING OUT OF OR RELATED TO ANY ALLEGATION OR DETERMINATION THAT THE SOFTWARE INFRINGES UPON ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT. 10. ASSIGNMENT. This Agreement shall be binding upon the parties and their respective successors and assigns. IES shall have no right to assign or delegate this Agreement or any rights or obligations hereunder, whether by operation oflaw or otherwise, except upon City's prior written pennission. II. LAW GOVERNING AGREEMENT This Agreement and all question relating to its validity, interpretation, perfonnance and enforcement shall be govemed and construed in accordance with the laws of the State ofCalifomia. Venue for any action or proceeding that may arise out of this Agreement shall be in the County of Orange, Califomia. 12. NOTICES All notices required or allowed under this Agreement shall be in writing and shall be deemed given when delivered in person or deposited in the United States Mail, postage paid, and addressed as follows: 3 of 5