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SOFTWARE LICENSE AND PROFESSIONAL SERVICES AGREEMENT <br />The Indemnification provisions for the PROJECT provided in this Section VIII are applicable to <br />the Scope of Services referenced in Section 11. The Limitations of Liability provisions provided <br />in Section 11 of Exhibit "A" are applicable to the LucifyTM software program licenses. <br />SECTION IX — GENERAL CONSIDERATIONS <br />And, finally it is agreed that: <br />A. All services shall be under the direction of qualified personnel. <br />B. The Scope of Services covered by this Agreement shall be subject to modification and <br />supplementation upon the written agreement of the duly authorized representatives of <br />the contracting parties. Modification of the terms of this Agreement may be made that <br />would modify the maximum fees stated in the Agreement when mutually agreed by and <br />between the CONTRACTOR and the CLIENT, and shall be incorporated in written <br />amendments to this Agreement. The CONTRACTOR shall have no obligation to <br />perform services in connection with a change in the Scope of Services unless the cost <br />thereof shall be agreed to under this paragraph. <br />C. The CONTRACTOR reserves the right to renegotiate this Agreement if this agreement is <br />not signed by the CLIENT within ninety (90) days after submittal. <br />D. The following Exhibits are attached to and made a part of this Agreement: <br />Exhibit "A" - LucityTM Software License Agreement <br />Exhibit "B" - Schedule of Software <br />Exhibit "C" - Software Support and Maintenance Provisions <br />Exhibit "D" - Scope of Implementation Services <br />Exhibit "E" - Schedule of Costs and Invoicing <br />Exhibit "F" - Constant Connection Program <br />E. This Agreement shall be governed by and construed in accordance with the laws of the <br />State of Washington. In the event any suit, arbitration, or other proceeding is instituted <br />to enforce any term of this Agreement, the parties specifically understand and agree that <br />venue shall be properly laid in King County, Washington. The prevailing party in any <br />such action shall be entitled to its attorney's fees and costs of suit. <br />F. The CONTRACTOR shall not assign or subcontract any portion of the services <br />contemplated by this Agreement without the written consent of the CLIENT. <br />G. This Agreement, together with attachments or addenda, represents the entire and <br />integrated Agreement between the CLIENT and the CONTRACTOR and supersedes all <br />prior negotiations, representations, or agreements written or oral. No amendment or <br />modification of this Agreement shall be of any force or effect unless it is in writing and <br />signed by the parties. <br />H. If any term, condition or provision of this Agreement is declared void or unenforceable or <br />limited in its application or effect, such event shall not affect any other provisions hereof <br />and all other provisions shall remain fully enforceable. The provisions of this Agreement, <br />which by their sense and context are reasonably intended to survive the completion, <br />expiration or cancellation of this Agreement, shall survive termination of this Agreement. <br />Page 4 of 5 <br />10 <br />