|
0_t 4
<br /> charges under Paragraph S.O. and all costs and expenses, Software as proprietary end as such agrees:(I)not to reproduce,
<br /> including, reaoo -'ble attorneys' fees, incurred by Xerox in copy, or duplicate more than two (2) copies of such Software
<br /> exercising any of its rights or remedies under this paragraph, without the prior written consent of Xerox,except in connection
<br /> E. Any breach by Xerox with respect to a units)of Equipaent with Customer's use thereof in conjunction with use of Equip-
<br /> will be a breach with respect to that unit(s)only. meat,and (it)not to cause or permit any Software,or any pan
<br /> 13.ASSIGNABIUTY thereof,to be disclosed to,or used by,any person or entity other
<br /> A. Without prior written consent of Xerox,.Customer shall not than authorized officers,employees or agents of Customer.Cus-
<br /> (i)assign,transfer,pledge,or hypothecate this Lease,Equip- tomer agrees to advise each authorized person who uses any D
<br /> ment,Software,or any part thereof,or any interest therein, Software to refrain from disclosing or delivering such Licensed
<br /> or (ii) sublet or lend Equipment or permit it to be used by Software, or any part thereof, to any other person or entity.
<br /> anyone other than Customer or Customer's employees. except as provided herein.
<br /> B. Xerox may assign this Lease or the Equipment,in whole or in Each Software which Customer is granted the right to use in
<br /> part,without notice to Cu stomer. Customer will assert any conjunction with a unit of Xerox Equipment is warranted to ma-
<br /> claim or defenses it may have against Xerox and not against terialiy conform, when shipped to Customer, to its published
<br /> any such assignee. specifications.Customer's sole and exclusive remedy for failure
<br /> 14.TAXES of Software to materially conform to its published specifications
<br /> Customer shall pay all taxes arising from this Agreement, when shipped to Customer is for Xerox, within a reasonable
<br /> including state and local sales and use taxes (notwithstanding time after written notice of such nonconformity Is received by
<br /> their designation as excise, gross receipts, or privilege taxes) Xerox,to restore Software to material conformity with Its pub-
<br /> imposed or levied on with respect to the Equipment or Software lisped specifications. If Xerox Is unable to restore Software to
<br /> for which the right to use is granted hereunder. Customer shall material conformity to published specifications, Xerox will ac-
<br /> reimburse Xerox for all amounts paid or yable by Xerox in rapt the return of Software and Equipment in connection with
<br /> discharge of the foregoing taxes.Customer shalt not be reepon- which Customer was granted the right to use Software and
<br /> sible for taxes based on Xerox'gross or net income or personal refund to Customer the applicable Software license fee(s) (if
<br /> property taxes, any)previously paid to Xerox,together with minimum monthly
<br /> 15.PATENT INDEMNITY Equipment lease charges previously paid Xerox,less reasonable
<br /> Xerox agrees to Indemnify Customer from direct loss,damage rental value of such Equipment for the period of time such Equip-
<br /> and liability which Customer may incur on account of direct meat was installed at Customer's premises. If Xerox elects to
<br /> infringement of any United States Letters Patent relating to refund Software feels), Customer shall promptly erase or de-
<br /> Equipment provided hereunder by Xerox,and Xerox agrees,at stray all copies of such Software. Customer must notify Xerox
<br /> its own expense,to assume t : defense of all c:ims,suits and in writing of material non-conformity of Software within ninety
<br /> actions brought against Customer alleging that any Equipment (90)days after delivery of Software.
<br /> provided hereunder directly infringes any United States Letters Xerox specifically disclaims any Warranty that Licensed
<br /> Patent, provided Xerox is promptly notified in writing,given all Software will meet Customer requirements or will operate in
<br /> assistance it requires, and perrnined to direct the defense. combinations chosen by Customer or operation of Software will
<br /> Xerox will pay any final judgment, based on such Infringement be uninterrupted or error-free or that any Software defects will
<br /> of a court of last resort,but Xerox shall have no liability or costs be corrected.Published specifications for Software,If any,may
<br /> or settlements incurred without its consent, if Customer's use be updated by Xerox from time to time,and such updates may
<br /> of any such Equipment is enjoined,or if Xerox desires to mini- constitute a change in specifications.
<br /> maze its liabilities hereunder,.Xerox will,at its option,either sub- 17.TRADE-INS
<br /> statute other equally suitable equipment, modify Equipment so if Customer <;des in to Xerox the Equipment in connection with
<br /> that it no longer infringes,obtain for Customer the right to con- the Terris Lease of other equipment, Customer shall receive a
<br /> tinue its use,or accept return of Equipment. trade-in allowance for the Equipment in accordance with the
<br /> Xerox shall retain all yments made hereunder to 'Xerox terms and schedule of the Xerox Trade-ln Terms and Conditions
<br /> during period Customer had use of Equipment. For purposes of then in effect.Such trade-in allowance shall be applied,at Xerox'
<br /> this paragraph, the term "Equipment" shall include any Xerox option,either to reduce the remaining payments owed hereunder
<br /> Operating System Software licensed hereunder,The foregoing or to reduce the price of the replacement .uipment.This Agree-
<br /> states the entire liability of Xerox for patent infringement. No merit shall nonetheless continue provided there Is a remaining
<br /> indemnity shall apply to any patent infringement arising from the balance owed after application of the trade-in allowance. In the
<br /> use or sale of Equipment in combination with any device or event of a trade-in Xerox and Customer may agree to the replace-
<br /> equipment not provided hereunder by Xerox, or to any mere of any remaining.t rice owed hereunder by providing for a
<br /> infringement caused by modification of the Equipment by a new schedule of lease payments which may .consolidated with
<br /> party Other than Xerox. No indemnity shall apply to Equipment and coterminous with the schedule of payments for a Term Lease
<br /> made or modified to Customer's own specifications or design, Agreement for the replacement equipment.
<br /> including copyright,trademark or patent infringement claims re- 18,EQUIPMENT ADD-ONS
<br /> rated to Images produced, in accordance with Customer's By executing an Equipment Add-On Amendment Customer may
<br /> specifications.The foregoing in -mnity shall not apply and Cus- add to this Agreement subsequent Term Leases of replacement
<br /> tomer agrees to indemnify Xerox in a manner fully equivalent to equipment, Upgrades (as defined in the Purchase Terms and
<br /> the foregoing in any suit,claim,or proceeding brought against Conditions)and Accessories(all hereinafter referred to as"Sub-
<br /> Xerox in which and to the extent the alleged infringement arises sequent a see")so that the total lease payments of the Equip-
<br /> from either the image produced,Equipment made or modified In meat cover ,1 by this Agreement is increased by the lease
<br /> accordance with Customer's specifications, unauthorized payments of the Subsequent Lease, All terms and conditions of
<br /> modifications by Customer of Equipment or Xerox Operating this Agreement shall a .ty -.wally to such Subsequent Lease,
<br /> System Software,ar combination of Xerox Equipment or Xerox Including, without limitation, the reservation of a purchase
<br /> Operating System Software lea°: and licensed, respectively, money security interest in the Subsequent Lease Equipment.
<br /> pursuant to this Agreement with equipment or software not Equipment previously lea :.' shall be security for the Subse-
<br /> supplied by Xerox. quant Lease until such time as all of Customer's obligations with
<br /> 16.SOFTWARE respect to the previous lease have been fully satisfied,
<br /> Xerox hereby grants to Customer, at the applicable charge (if With respct to I addition of Upgrades and Accessories,the
<br /> any),the non-exclusive right to use the current standard Release number of lease payments owing on the Subsequent Lease shall
<br /> of Xerox Operating System Software ("Software"). Xerox.re- be the same as the number of payments owed under this Agree-
<br /> ment the right to require implementation of subsequent merit immediately prior to the addition of the Subsequent Lease.
<br /> standard Releases in order to be able to properly maintain Equip- On each monthly payment reminder Invoice the monthly lease
<br /> meat.Customer acknowledges that such Software is compo payment due on the Upgrade or Accessory may be consolida-
<br /> of confidential data and knowhow which are either proprietary to red with the monthly leas payments ow ed!under this Agreemnt
<br /> Xerox or to a Xerox licensor. Customer :.rees to treat all prior to the Subsequent Lease addition. In the event the Cus-
<br />
|