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21.1 The Contractor is duly incorporated, validly existing and in good standing under <br />the laws of the State of Washington and has all requisite corporate power and <br />authority to enter into and to perform its obligations under this Agreement. The <br />Contractor has the authority to execute this Agreement, to make the <br />representations and warranties set forth in it and to perform the obligations of the <br />Contractor under this Agreement in accordance with its terms. <br />21.2 This Agreement has been validly executed by an authorized representative of the <br />Contractor and constitutes a valid and legally binding and enforceable obligation <br />of Contractor. <br />21.3 The Contractor has or will obtain prior to the commencement date such licenses, <br />permits and other authorizations from federal, state and other governmental <br />authorities, as are necessary for the performance of its obligations under this <br />Agreement. <br />21.4 The Contractor is not in violation of any applicable law, ordinance, or regulation <br />the consequence of which will or may materially affect Contractor's ability to <br />perform its obligations under this Agreement. The Contractor is not subject to <br />any order or judgment of any court, tribunal or governmental agency which <br />materially and adversely affects its operations or assets in the State of <br />Washington, or its ability to perform its obligations under this Agreement. <br />21.5 None of the representations or warranties in this Agreement, and none of the <br />documents, statements, certificates, or schedules furnished or to be furnished by <br />Contractor pursuant hereto or in connection with the performance of the <br />obligations contemplated under this Agreement, contains or will contain any <br />untrue statement of a material fact or omits or will omit to state a material fact <br />necessary to make the statements of fact contained therein not misleading. <br />22. Patent / Copyright Infringement: <br />Contractor will defend and indemnify the County from any claimed action, cause or <br />demand brought against the County; to the extent such action is based on the claim that <br />information supplied by the Contractor infringes any patent or copyright. The Contractor <br />will pay those costs and damages attributable to any such claims that are finally awarded <br />against the County in any action. Such defense and payments are conditioned upon the <br />following: <br />22.1 Contractor shall be notified promptly in writing by County of any notice of such <br />claim. <br />22.2 Contractor shall have the right, hereunder, at its option and expense, to obtain for <br />the County the right to continue using the infomIation, in the event such claim of <br />infringement is made, provided no reduction in performance or loss results to the <br />County. <br />Professional Services Agreement <br />Page 9 of 35 <br />