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and provide reasonable assistance in the defense and settlement of surh claim. The <br />indemnifying party is not responsible for any costs incurred or compromise made by <br />the indemnified party unless the indemnifying party has given prior written consent to <br />the cost or compromise. <br />11. ATTORNEY FEES <br />If any legal action is necessary to enforce this License, the prevailing party shall be <br />entitled to reasonable attorney fees, costs and expenses in addition to any other relief <br />to which it may be entitled. <br />12. CONFIDENTIAL INFORMATION <br />(a) The term "Confidential Information" shall mean any and all information, which is <br />disclosed by either party to the other verbally, electronically, visually, or in a <br />written or other tangible form, which either is identified or should be reasonably <br />understood to be confidential or proprietary. Confidential Information includes, <br />but is not limited to, trade secrets, computer programs, software, documentation, <br />formulas, data, inventions, techniques, marketing plans, strategies, forecasts, <br />customer lists, employee information, financial information, confidential <br />information concerning Licensor's business, as Licensor has conducted it or as it <br />may conduct itself in the future, confidential information concerning any of <br />Licensor's past, current, or possible future products or manufacturing or <br />operational methods, including information about Licensor's research, <br />development, engineering, purchasing, manufacturing, accounting, marketing, <br />selling or leasing, and any software (including third party software) provided by <br />Licensor. Licensor's Confidential Information shall be treated as strictly <br />confidential by Licensee and shall not be disclosed by Licensee except to those <br />third parties with a need to know and that are operating under a confidentiality <br />agreement with non -disclosure provisions no less restrictive than those set forth <br />herein. This Agreement imposes no obligation upon the parties with respect to <br />Confidential Information which either party can establish by legally sufficient <br />evidence: (i) was in the possession of, or was rightfully known by the Licensor <br />Coplogic — DORS Setup and License Agreement <br />