|
Pag 4 of 4
<br />12. Force Majeure
<br />Neither party will be considered to be in default of this Agreement as a result of events beyond their reasonable control. For purposes
<br />or this Agreement, such acts shall include, but are not limited to, acts of God, catastrophe, or other 'force majeure' events beyond the
<br />parties'reasonable control.
<br />13. Assignment of Contract
<br />The Client may not assign the Agreement or its responsibility for payments to any organization, without written approval by Paladin.
<br />Paladin may not assign its responsibilities for performance under the Agreement to any organization without written approval of the
<br />Client.
<br />14. Hold Harmless Indemnify
<br />Client asserts it possesses all the rights and interests in the licensed software necessary to enter into this agreement, and shall
<br />indemnify and hold Paladin, its agents and employees harmless from any loss, damage or liability for infringement of any United States
<br />patent fight or copyright with respect to the use of the licensed software; provided that Client is notified in writing within ten calendar
<br />days of suitor claim against Paladin, that Paladin permits Client to defend, compromise or settle said claim of intringement and give
<br />Client all available information, assistance and Pthority to enable Client to do so, provided Paladin fully observes all the terms and
<br />conditions of this Agreement.
<br />15. Confidentiality and Mon-Disclosure
<br />Except as legally required, the parties agree that neither party shall directly or indirectly disclose or use any Confidential Information
<br />without prior written permission from the other parry.
<br />'Confidential Information' means any type of confidential or proprietary information or material disclosed to or known by the recipient of
<br />such information ('Reclpient7 as a consequence of or through its relationship with the party disclosing such information, and consisting
<br />of information conceived, originated, discovered, or developed in whole or in part by Recipient, which is not part of the public domain or
<br />otherwise generally available to the Recipient from independent sources, including but not limited to information which relates to
<br />research, developmenl, trade secrets, know -how, inventions, technical data, hardware, software, source codes, object codes,
<br />manufacture, purchasing, accounting, engineering, marketing, merchandising and selling, business labs or strategies, and information
<br />entrusted by third parties to the party disclosing such information.
<br />16. Nonsolicitation of Employees
<br />During the period that this Agreement is in effect and for a period of six (6) months after termination or expiration thereof, each party
<br />agrees not to solicit for employment any technical or professional employees of the other party assigned to work on the Project without
<br />the prior written approval of the other party.
<br />17. Insurance and Risk of Loss
<br />The Client bears all responsibility for damages to their equipment and facilities.
<br />18. Possession of Software, Software Enhancements and Documentation
<br />Paladin shall be entilied to exclusive possession of all software, enhancements to Client's software, documentation relating to such
<br />software and enhancements and other intellectual property developed pursuant to this Agreement until all funds due from client are paid
<br />in full. Paladin's exclusive right to possession shall continue until full payment is received regardless of ownership rights in the software
<br />Client expressly agrees to Paladin's possessory lien on all software, software enhancements, documentation, and intellectual property
<br />developed by Paladin.
<br />19. Survival of Rights
<br />The rights and responsibilities of sections 14, 15 and 16 shall survive the termination of this Agreement.
<br />20. Severability
<br />All provisions of this Agreement are severable and no provision hereof shall be affected by the invalidity of any other such provision.
<br />21. Governing Law; Attorney's Fees; Venue
<br />This Agreement shall be governed by and construed in accordance with the laws of the state of Washington. In the event of a dispute
<br />over this Agreement, the prevailing party shall racovar its reasonable attornays' faes and costs from the breaching party. Venue shall
<br />be in Kitsap County, Washington.
<br />22. Entire Agreement
<br />This agreement constitutes the complete agreement between the parties and supersedes all previous and contemporaneous
<br />agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. Neither this Agreement nor
<br />a Work Order or Purchase Order maybe modified or amended except in writing signed by a duly authorized representative of each
<br />party. no other act, document, usage, or custom shall be deemed to amend or modify this Agreement, a Work Order, or Purchase
<br />Order. It is expressly agreed that any terms and conditions of Client's purchase order shall be superseded by the terms and conditions
<br />of this Agreement and the applicable Work Order.
<br />SIB
<br />
|