ORANGE, COUNTY OF - 2008 - Laserfiche WebLink

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materials or supplies, fire, power failure, earthquakes, severe weather, floods or other natural disaster or the County's, a User's or any third party's applications, hardware, software or communications equipment or facilities. b. Except as expressly stated otherwise in this Contract, the CTY Service is provided "AS IS" wide no guarantee that it is error fre0. will perform or be unintemrpted, or that defects can or will be corrected. Contractor makes no warranties, express or implied, with respect to the CTY Servic0. including without limitation, in connection whh third party applications, and Contractor specifically disclaims all other warranties regarding the CTY Service including any implied warranties of merchantability or fitness for a particular purpose, or any warranties arising from a course of dealing, course of performance, usage of the trade or trade practice. H. PatenUCopyrlght Materiahr/Proprietary In/Hngement: Contractor will defend or settle any action brought against the County to the extent that it is based upon a claim that the CTY Service, as provided by Contractor to the County ands this Contract and used within the scope of this Contact, infringes any copyright, trade secret, U.S. patent or other proprietary right. Contractor's obligations hereunder are contingent on the following conditions: 1. The County must notify Contractor in writing promptly after County becomes aware of a claim or the possibility thereof and 2. The County will cooperate with Contractor in the settlement, wmpromis0. negotiation, and defense of any such action. Contractor will reimburse County for reasonable out of pocket expenses that it incurs providing that assistance; and 3. The County must provide Contractor with all information related to the action that is reasonably requested by Contractor, and 4. If as a result of an infringement claim the County's use of some or of all the CTY Service is enjoined by a court of competent jurisdiction, Contractor will at its option and at expense either. a. Modify or replace either all or the infringing part(s) of the CTY Service so that they are no longer infringing, provided that the so modified CTY Service is functionally equivalent in all material respects to the infringing parts of the CTY Service; or b. Procure the right for Contractor to continue using the infringing par of the CTY Servicr, or c, If neither of the foregoing options is available to Contractor using commercially reasonable efforts, Contractor will terminate the Contract and promptly refund to the County all amounts paid by the County to Contractor, with respect to such affected service. 5. Contractor shall not be liable hereunder for any settlement made by County without Contractor's advance written approval or for any award from any action in which Contractor was not granted control of the defense. [. Asaignmeat or Sub-controeting: The terms, covenants, and condtions contained herein shell apply to and bind the heirs, successors, executors, administrators and assigns of the Parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned or sub-contracted by Contractor without the express written consent of County. Any attempt by Contractor to assign or sub-contract the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shell constitute a breach of this Contract J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such parsons. Contractor acknowledges that a violation of this provision shall subject Contractor to all the penalties imposed for a violation of anti-discrimination law or regulation including but not limited to Section 1720 P3 ~. of the California Labor Code. Cmma Nt0000a9680 6 3rISro6