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resources. Client shall also provide and maintain during the term of this Agreement, a high speed <br />data connection (as more fully defined in the System Planning Document), a separate data quality <br />telephone modem line and a dedicated voice line (in each case as specified by TriTech) for <br />maintenance and software support purposes in each physical area where a Server or interface <br />equipment is located. Such facilities and equipment shall be in place and operational prior to <br />Delivery of the items purchased and /or licensed under this Agreement. <br />7.2 TriTech shall assist Client in meeting its obligations under this section by providing <br />the necessary guidelines and specifications for site preparation. <br />8.0 SECURITY INTEREST <br />8.1 TriTech retains and Client hereby grants to TriTech a purchase money security <br />interest in the Software licenses, Equipment, and other items acquired hereunder and in all <br />accessions to, replacement of, and proceeds from said items, as security for the payment of the <br />Contract Price. As used in this paragraph, "proceeds" include whatever is receivable or received <br />when proceeds or collateral is sold, collected, exchanged or otherwise disposed of, whether such <br />disposition is voluntary or involuntary, and includes, without limitation, all rights to payment, <br />including return premiums, with respect to any insurance related thereto. (Nothing herein shall be <br />deemed to grant or constitute a right to Client to transfer any Software licensed hereunder to any <br />third party.) Client shall, at TriTech's request, sign a financing statement and such other <br />documents as TriTech reasonably requires to perfect its security interest. Such security interest <br />shall be released upon full payment of the Contract Price. <br />8.2 Until full payment of the Contract Price is made, Client shall maintain the items <br />purchased/licensed under this Agreement i,a good, order and repair at Client's expense, except as <br />otherwise provided under the warranty provisions of this Agreement or any applicable third party <br />warranty, and shall use such items in a manner that will not subject them to waste or deterioration. <br />8.3 Client shall not, without the prior written consent of TriTech, sell, lease, encumber <br />or otherwise dispose of the items purchased under this Agreement until TriTech's security interest <br />hereunder has been released. (Nothing in the foregoing shah be deemed to grant or imply any <br />license or other right to Client to sell, lend, rent, lease or otherwise transfer the TriTech Software <br />or TriTech.com Software to a third party.) <br />8.4 Should Client (i) fail to pay any amount specified in this Agreement when it <br />becomes due, (ii) fail to perform any provision of this Agreement to be performed by it, (iii) make <br />an assignment for the benefit of creditors, (iv) suffer the appointment of a receiver for any <br />substantial part of its assets, (v) institute any proceedings for dissolution or full or partial <br />liquidation, or (vi) commence proceedings in bankruptcy for liquidation or reorganization, Client <br />shall be in default of this Agreement Linder Division 9 of the Uniform Commercial Code, and <br />TriTech shall have the rights and remedies afforded a secured party by the chapter of "Default" of <br />Division 9 of the Uniform Commercial Code then in effect, subject to paragraph 15.1 herein. In <br />conjunction with the above -named chapter, but not by way of limitation, TriTech may: <br />8.4.1 Require Client to disassemble the Equipment, other hardware, and permanently <br />Santa Ana System Purchase and Support Agreement <br />Copyright 0 2015 TriTech Software Systems <br />Unpublished: Rights reserved under the copyright laws of the United States <br />Page 1 I of iO4 <br />25B -17 <br />