Reso 2025-3888 - Laserfiche WebLink

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Insurance required of ETA shall be primary to, and not contribute with, any insurance or self-insurance maintained by the Customer. Such insurance shall not diminish ETA's indemnification and obligations hereunder. The insurance policy shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to Customer with a minimum A.M. Best rating of A -Excellent. Before any work under this Agreement is performed, and at any time upon request, ETA shall furnish to Customer certificates of insurance evidencing the minimum required coverage and shall be appropriately endorsed for contractual liability, with Purchaser named as additional insured. All policies, except Professional Liability, shall contain a waiver of subrogation endorsement. All insurance policies, except for Professional Liability, and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to Customer. ETA shall also require and ensure that each of its sub- contractors providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. Intellectual property Retention of ETA rights in hardware products All proprietary and intellectual property rights, including copyrights or trademarks in the Hardware Products, if any, and any modifications thereto shall remain the sole and exclusive property of ETA. Retention of ETA rights in software products As between ETA and Customer, all proprietary and intellectual property rights, title and interest in the Software Products and any Updates, Upgrades, and any other modification to the Software Products and associated documentation shall be and remain the sole and exclusive property of ETA. The Customer has no proprietary or intellectual property rights title or interest in the Software Products or any Updates, Upgrades, or any modification to the Software Products or associated documentation. Unless ordered by a court ofjurisdiction, Customer shall not at any time disclose, furnish or make available to anyone the source and executable code of the software or related documentation or other confidential information of ETA. Customer's use of the Software Products and any Updates, Upgrades, and any other modification to the Software Products and associated documentation shall be subject to the terms and conditions of the Software Subscription Agreement attached as System Subscription Agreement. Independent contractor ETA is an independent contractor for all purposes and shall be entitled to no compensation other than that provided for under Section "Price and Payment' above. ETA will be solely responsible for determining the manner and means of accomplishing its obligations hereunder. The Customer does not have the right to control or interfere with the manner or method of accomplishing ETA's obligations. 6 4 Agreements D Sales agreement > Independent contractor Initials: