Reso 2018-2806 - Laserfiche WebLink

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• including machine time,operating personnel travel,food,lodging and a reasonable per diem fee for the attendance of all the Parties attending at the inspection. (f) If the contents of the container are determined not to be as purported,then the Licensor shall pay all of the costs named above and shall also forthwith deliver to the Escrow Agent a copy of the authentic software as purported on the Licensor's certification,and the Licensee may first verify that the same are authentic. 9. REPRESENTATION The Licensor and Licensee represent that the Software does not require any special storage or environment other than normal office environment. 10, DUTIES OF ESCROW AGENT (a) The Escrow Agent shall store the sealed containers In a safe and secure location of its own choosing. (b) The Licensor may direct the Escrow Agent to store the sealed containers in a location selected by the Licensor, In which event the Escrow Agent shall comply with such direction provided that access to the location is under the Escrow Agent's exclusive control and the additional fees described under Section 11(1)by the Escrow Agent in using the site are paid by the Licensor. (c) The Escrow Agent shall exercise reasonable Judgment in the handling of the Software in event of a dispute and shall not be liable to either party except for grossly or deliberately negligent conduct. (d)-The Escrow Agent shall not be required to perform any of its obligations if any fees or charges are outstanding,and the Escrow Agent may elect to receive payment thereof from any party. (e) The Escrow Agent shall not be required to do any act if doing so would violate a court order or arbitrator's ruling. 11. FEES,CHARGES AND TERM The Licensor shall pay to the Escrow Agent the following fees and charges: (a) An annual fee of$975.00 payable upon execution by the Licensor and Licensee of this agreement and on each anniversary date thereafter unless earlier terminated by either party. (b) This agreement shall continue thereafter on a yearly basis unless terminated by either party by giving the other at least thirty(30)days written notice prior to any anniversary date. (c) Respecting each issued standard size container a fee of$90.00 per year or part year payable on the anniversary date of this agreement. (d) Respecting each notice in writing sent by the Escrow Agent a fee of$40.00 payable on receipt of Invoice. (e) Respecting the return or destruction of each container held in escrow a fee of$65.00 per container payable on receipt of invoice. (f) Respecting all expenses incurred by the Escrow Agent for media, copying,shipping or special storage requested by either the Licensor or Licensee a charge and a handling fee for such amounts disbursed due and payable on receipt of invoice. (g) Respecting any attendance made by the Escrow Agent in carrying out its obligation under this agreement or related thereto,travel,lodging and legal representation expenses incurred if any plus the then current per diem attendance fee payable on receipt of Invoice. (h) The Escrow Agent may resign at the end of any year provided that it has delivered at least thirty (30)days prior written notice to the Licensor and Licensee to find a replacement. (I) The fees above shall be in force for a period of one year. Thereafter the Escrow Agent may alter the fees provided that any increase is part of a general fee increase. 12. DEFAULT iN PAYMENT Pare4of L3 TPA Cwie}d 1974.2014 LI:MI A-PARRY SOF7ESCROYJ,U . 5 uP-iPS.SS7n sturocmc4292o'4 we sf{Xwxxm t,mecon