CCP 07-14-2009 - Laserfiche WebLink

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obligations under this Agreement, or (ii) any third party claim that the Services, System Software, Provider Content or Documentation infringes any copyright, patent, trademark, trade secret or other intellectual property right of any third party (an "Infringement Claim'J; provided, however, that Dakota County/CJIIN shall have no obligation pursuant to the foregoing indemnification provision to the extent that the Claim is based solely on (a) any use of the Services, System Software, Provider Content or Documentation by the City in material breach of this Agreement, or (b) any use of the Services, System Software, Provider Content or Documentation by the City in conjunction with any third party product, data, hardware or software not provided by CHIN. The foregoing states the entire liability of Dakota County/CJIIN with respect to any Infringement Claim. City Indemnity. The City shall indemnify, defend, and hold harmless Dakota County/CJIIN and its officers, employees and agents with respect to any Claims sustained by Dakota County/CJIIN, to the extent such Claim is based upon any third party action related to (a) the City's access or use of all or part of the Services, System Software, Provider Content or Documentation; (b) any material including, without limitation, any report, output or result generated in connection with the use of the Services, System Software, Provider Content or Documentation and provided to a third party by the City, its employees, agents, contractors or sub contractors; and (c) the City's Data. is These mutual indemnification obligations are subject to the limitations and immunities of Minn. Stat. Ch. 466. 16. Term and Termination. (a) This Agreement shall commence on May 1, 2009 and shall remain in effect until December 31, 2009, unless terminated earlier by either party as set forth herein. (b)Each Parry reserves the right to terminate this Agreement immediately if the Services provided hereunder become illegal or contrary to any applicable law, rule, regulation or public policy. Each Party shall have the right to terminate this Agreement without cause upon ninety (90) days prior written notice to the other party. If the City has not breached this Agreement and CJIIN terminates this Agreement pursuant to this Section 16 (c), within thirty (30) days CJIIN shall refund to the City that portion of the annual fee paid by the City that is equivalent to the remainder of the current term of this Agreement If CJIIN has not breached this Agreement and the City terminates this Agreement pursuant to this Section 16 (c), CJIIN shall retain all of the annual fee paid by the City for the current term of this Agreement. (c) Within sixty (60) days of termination of this Agreement, CHIN shall provide the City with a copy of all City Data contained in Dakota County/CJIIN's System. Within a reasonable time after providing the City Data, CJIIN shall delete and remove all of the City Data from Dakota Page 11 of 20