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<br />11. Term and Termination. Unless terminated earlier, the term of this Agreement will begin on the Start Date and <br />terminate on the Termination Date. This Agreement may be terminated if there is a breach by either partY of any <br />obligation, representation or warranty contained in this Agreement, upon thirtY days prior written notice to the other partY <br />unle.ss the breach is cured within the thirtY day period, provided, however, if the breach is not capable of being cured <br />within thirtY days, the breaching partY will have a reasonable amount of time to cure the breach if it begins to cure during <br />the thirtY day period and proceeds diligently thereafter. The written notice will specify the precise nature of the breach. <br />The rights of the parties to terminate this Agreement are not exclusive of any other rights and remedies available at law <br />or in equity, and such rights will be cumulative. The exercise of any such right or remedy will not preclude the exercise <br />of any other rights and remedies. Notwithstanding any termination by either partY of this Agreement, Owner will continue <br />to deliver PropertY sold before the termination and PropertYBureau.com will continue to remit amounts due to Owner <br />under this Agreement in connection with any sales made before the effective date of the termination. <br /> <br />12. Return of Proprietary Information. Upon termination of this Agreement for any reason, each partY will <br />immediately return to the other all propertY (including without limitation, Confidential Information and all materiai related <br />to any customers) that it has received from the other party in connection with the performance of its obligations <br />hereunder, except to the extent such propertY is needed to fulfill its continuing obligations hereunder. In such event, the <br />retained propertY will be returned immediately upon the partY's fulfillment of its all of its obligations under this Agreement. <br /> <br />13. Survival. On the termination of this Agreement, all obligations of the parties will cease, except the obligations that <br />by their nature should reasonably continue beyond the termination. Obligations that will continue beyond termination, <br />inciude, but are not limited to, the obligation of PropertyBureau.com to pay Owner's Net Proceeds for sales made before <br />the termination and the obligation of the parties to retum property and Confidential Information. <br /> <br />14. Indemnification. Subject to the limitations specified in this Section 14, each partY will indemnify, hold harmiess and <br />defend the other partY and its agents and employees from and against any and all losses, claims, damages, liabilities, <br />whether joint or several, expenses (including reasonable legal fees and expenses), judgments, fines and other amounts <br />paid in seltiement, incurred or suffered by any such person or entity arising out of or in connection with (i) the inaccuracy <br />of any representation or warranty made by the partY hereunder, (ii) any breach of this Agreement by the partY, or (iii) any <br />negligent act or omission by the partY or its employees or agents in connection with the performance by the partY or its <br />employees or agents of obligations hereunder, provided the negligent act or omission was not done or omitted at the <br />direction of the other partY. <br /> <br />15. Limitations on Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER <br />PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT <br />PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE <br />AGREEMENT, THE SALE OF PROPERTY, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, <br />SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS <br />(COLLECTIVELY, "DISCLAIMED DAMAGES"); PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE <br />OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE <br />SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 14. LIABILITY ARISING UNDER THIS AGREEMENT <br />WILL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. THE MAXIMUM LIABILITY OF ONE <br />PARTY TO THE OTHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT <br />EXCEED THE AGGREGATE AMOUNT OF PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY HEREUNDER <br />IN THE YEAR IN WHICH LIABiliTY ACCRUES; PROVIDED THAT EACH PARTY WILL REMAIN LIABLE FOR THE <br />AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY PURSUANT TO THE <br />AGREEMENT. N01WITHSTANDING ANYTHING HEREIN TO THE CONTRARY, OWNER'S LIABILITY IS NOT <br />LIMITED UNDER THIS AGREEMENT WITH RESPECT TO LIABILITY ARISING FROM OWNER'S FAILURE TO <br />SATISFY TIMELY ALL CONDITIONS PRECEDENT. <br /> <br />16. Confidentiality. <br /> <br />a. As used herein, "Confidential Information" means (i) the terms and provisions of this Agreement and any <br />related documents delivered concurrently herewith, and (ii) all computer hardware, all software, all data, reports, <br />analyses, compilations, studies, interpretations, forecasts, records and other materials (in whatever form maintained, <br />whether documentary, computer storage or otherwise) that contain or otherwise reflect information conceming <br />PropertYBureau.com, Owner, any of their subsidiaries or affiliates, or any portion thereof, that one partY or its Agents <br />may provide to the Receiving Party or its Agents in connection with this Agreement ("Provided Information"), together <br />with all data, reports, analyses, compilations, studies, interpretations, forecasts, records or (ii) other materials (In <br />whatever form maintained, whether documentary, computer storage or otherwise) prepared by the Disclosing PartY <br /> <br />Page 4 of 8 <br /> <br />8/29101 <br />