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SCHEDULES A AND D OF THIS AGREEMENT FOR SOFTWARE AND <br />SERVICES. <br />(3) ADDITIONALLY, LICENSEE'S CONTRACTUAL OBLIGATION <br />TO PAY TO LASERFICHE THE BALANCE OF THE CONTRACT PRICE OR <br />FOR UNPAID INVOICES FOR LASERFICHE SOFTWARE, SERVICES, <br />MAINTENANCE OR SUPPORT WILL NOT BE LIMITED BY ANY <br />LANGUAGE IN THIS OR ANY OTHER SECTION OF THIS AGREEMENT. <br />D. IN RESPECT TO ALL THIRD -PARTY INDEMNITY CLAIMS, THE <br />PARTY ENTITLED TO INDEMNITY WILL ALSO BE ENTITLED TO RECOVER ALL <br />AMOUNTS WHICH MAY BE PAYABLE UNDER THE OTHER PARTY'S <br />APPLICABLE INSURANCE POLICIES; AND NEITHER PARTY'S INSURERS WILL <br />BE EXPRESS OR IMPLIED THIRD -PARTY BENEFICIARIES OF ANY LIMITATION <br />OF LIABILITY IN SECTION 12 OF THIS AGREEMENT. <br />E. THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH IN <br />THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE <br />BARGAIN BETWEEN LASERFICHE AND LICENSEE. EACH PARTY <br />ACKNOWLEDGES AND AGREES THAT THE OTHER PARTY WOULD NOT BE <br />ABLE OR WILLING TO ENTER INTO THIS AGREEMENT WITHOUT SUCH <br />LIMITATIONS. <br />13. Indemnification. <br />A. Laserfiche will indemnify and hold harmless Licensee, and each of its employees, <br />officers and directors, against all liabilities and expenses (including without limitation, <br />reasonable attorney's fees and expenses), costs, judgments, settlements, contract losses, or other <br />costs arising out of or relating to (1) any final judgment or settlement which awards damages or <br />injunctive relief to a third -party based on a finding that the Laserfiche Software infringed or <br />misappropriated a patent, copyright, trademark or trade secret of a third party, and (2) personal <br />injuries and physical property damage caused by Laserfiche's negligence. Laserfiche's <br />indemnity obligation will be limited as stated in Section 12.C(1). <br />B. Licensee will indemnify and hold harmless Laserfiche, and each of its employees, <br />officers and directors, against all liabilities and expenses (including without limitation, <br />reasonable attorney's fees and expenses), costs, judgments, settlements, contract losses, or other <br />costs arising out of or relating to (1) any claim related to Licensee's use of the Laserfiche <br />Software in breach of this Agreement or the Laserfiche Software License Agreement or any <br />other claim resulting from a misrepresentation or concealment, patent, trademark or copyright <br />infringement, misappropriation or misuse of proprietary information, or violation of law, and (2) <br />personal injuries and physical property damage caused by Licensee's negligence. Licensee's <br />indemnity obligation will be limited as stated in Section 12.C(2). <br />14. Termination of Agreement. <br />A. Termination. Either party, upon giving written notice to the other party, may <br />terminate this Agreement: <br />Laserfiche Enterprise Software License and <br />Professional Services Agreement Page 18 <br />