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<br /> <br />Rev. 06022016 6 of 10 <br /> <br /> <br />3. Terminate this Agreement and repay to CUSTOMER the License Fee . and <br />CUSTOMER will then be released from any further obligation to the other under this <br />Agreement, except for the obligations of indemnification provided for above and such <br />other obligations that survive termination. <br /> <br />b. The foregoing obligations shall not apply to the extent the infringement arises as a result of <br />modifications to the Software made by any party other than or <br />'s authorized representative or CUSTOMER’s unauthorized use or combinatio n <br />of the Software with software or data not supplied by as part of the <br /> Software. <br /> <br />c. The foregoing states the entire liability of with respect to infringement of any <br />copyright, trade secret or other proprietary right. <br /> <br />9. TERMINATION <br /> <br />a. This Agreement may be terminated by CUSTOMER upon thirty (30) days' prior written <br />notice to , with or without cause, provided that no such termination will entitle <br />CUSTOMER to a refund of any portion of the License Fee. <br /> <br />b. may, by written notice to CUSTOMER, terminate this Agreement and the License <br />granted, under Section 2 of the Agreement, if any of the following events ("Termination <br />Events") occur: <br /> <br />1. CUSTOMER fails to pay any amount due within thirty (30) days after <br /> gives CUSTOMER written notice of such nonpayment, or <br /> <br />2. CUSTOMER is in material breach of any nonmonetary term, condition or provision of <br />this Agreement, which breach, if capable of being cured, is not cured within thirty (30) <br />days after gives CUSTOMER written notice of such breach, or <br /> <br />3. CUSTOMER (i) terminates or suspends its business, (ii) becomes insolvent, admits in <br />writing its inability to pay its debts as they mature, makes an assignment for the benefit <br />of creditors, or becomes subject to direct control of a trustee, receiver or similar <br />authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under <br />federal or state statutes. <br /> <br />4. If any Termination Event occurs, termination will become effective immediately or on <br />the date set forth in the written notice of termination . Termination of this Agreement <br />will not affect the provisions regarding CUSTOMER’s or ' treatment of <br />Confidential Information, provisions relating to the payment of amounts due, or <br />provisions limiting or disclaiming ' liability, which provisions will survive <br />termination of this Agreement. <br /> <br />c. Within thirty (30) days after the date of termination or discontinuance of this Agreement for <br />any reason whatsoever, CUSTOMER shall return the Software and all copies, in <br />whole or in part, all Documentation relating thereto, and any other Confidential Information <br />in its possession that is in tangible form. CUSTOMER shall furnish with a <br />certificate signed by an executive officer of CUSTOMER verifying that the same has been <br />done.