Agenda Package 3-18-13 - Reg. Meeting

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UJ Terms & Conditions: The performance of the Services described in this SOW by LCI for Customer is subject to and shall be governed solely by the following terms and conditions: On -Site Security; Insurance. While on Customer's premises, LCI will comply with Customer's reasonable workplace safety and physical security processes and procedures provided by Customer in writing prior to performance of the Services. Each party certifies that it maintains reasonable amounts of general liability, auto and personal property insurance, and workers' compensation insurance in the amount required by law, and that such insurance will remain in effect during the term of this SOW. Upon request, each party agrees to deliver the other evidence of such insurance coverage. 2. Term; Termination. Upon signature by both parties, this SOW shall become effective on the Effective Date and shall continue in effect for the shorter of the period necessary to complete the Services or one year, unless terminated earlier as specified in this Section (the "Term "). Either party shall have the right to terminate this SOW for cause in the event of a material breach by the other party, unless such breach is cured within thirty (30) days of receipt of written notice of such breach. Either party may terminate this SOW immediately for cause upon the commencement of any voluntary or involuntary bankruptcy or insolvency proceeding by or against either party. In addition to its other legal remedies, LCI may suspend the performance of the Services, stop delivery of products and /or terminate this SOW for any non - payment on Customer's accounts that continues for more than ten (10) days following the due date. In the event a SOW is terminated by Customer without cause or terminated by LCI for cause, Customer agrees to pay LCI the Fees, materials and reimbursable expenses for all non - defective Services that LCI provides through the date of termination. In the event a SOW is cancelled by LCI without cause or terminated by Customer for cause, with respect to Services for which Customer has prepaid and which LCI has not yet fully provided to Customer, LCI will provide Customer with a prorated refund. The obligations of the parties under this SOW that by their nature would continue beyond expiration, termination or cancellation of this SOW shall survive any such expiration, termination or cancellation. 3. Limited Warranty for Services; Limitation of Liability LCI warrants that it will perform the Services (i) in a good and workmanlike fashion, (ii) using reasonable care and skill, and (iii) according to the description contained in this SOW. Customer must report any defects in the Services in writing within thirty (30) days of performance of such Services in order to receive warranty remedies. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, LCI DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF UTILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. FURTHERMORE, LCI DOES NOT WARRANT THAT ANY SERVICES, PRODUCTS OR PROGRAMS SUPPLIED, INSTALLED OR CONFIGURED BY US WILL OPERATE ON AN UNINTERRUPTED OR ERROR FREE BASIS,. IN NO EVENT SHALL LCI BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THE SERVICES, THIS SOW OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF LCI HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. LCI'S LIABILITY TO CUSTOMER HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED TWO (2) TIMES THE TOTAL OF THE FEES PAID TO LCI HEREUNDER BY CUSTOMER. IN NO EVENT SHALL LCI BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF ANY SOFTWARE, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR DELAY OF DELIVERY OF SERVICES UNDER THIS SOW. LCI ASSUMES NO OBLIGATION TO PROVIDE OR INSTALL ANY ANTI -VIRUS OR SIMILAR SOFTWARE, AND THE SCOPE OF SERVICES CONTEMPLATED HEREBY DOES NOT INCLUDE ANY SUCH SERVICES. 4. IP Matters; Software Licenses; Export Compliance. a. Ownership of IP Rights. Neither party shall acquire any right, title or interest in or to the other party's intellectual property ( "IP ") rights including their copyrights, patents, trade secrets, trademarks, service marks, trade names or product names. Subject to payment of all relevant Fees and charges, LCI hereby grants Customer a worldwide, perpetual, nonexclusive, non - transferable, royalty -free (other than payments identified in this SOW or 15