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:JJ ErmronmmW Systems Research Insthute, Inc. <br />JJ 12 <br />12.2 <br />Software installation and training services will be invoiced upon their completion. The <br />discounted software license fees listed in Appendix A include secondary support for the first year. <br />If primary support is desired or required, the difference between primary and secondary support <br />fees shall be paid in advance with the initial order. ESRI shall invoice requests for primary support <br />upon completion of software installation. <br />MW <br />ESRI will invoice each ordering agency following the above identified events. The County <br />agrees to pay each invoice in full within thirty (30) days of receipt of invoice. <br />ARTICLE 13 - INFRINGEMENT <br />ESRI will defend any legal action brought against the County on the basis of a claim that the <br />software or hardware furnished under this Agreement infringes upon any United States Patent or <br />Copyright. This right accrues provided that the County promptly notifies ESRI in writing of any <br />such claim and ESRI or its designee is given full authority to defend such claim. If such a claim <br />arises, or in ESRrs opinion, is likely to arise, the County agrees to permit ESRI or a third party, at <br />ESRrs expense and option, to procure for the County the right to continue using the item, to <br />replace the item with a non- infringing one, or to modify it in such a way that it is non - infringing. <br />The County will cooperate fully in the defense of any such action. <br />ESRI will have no obligation or liability whatsoever arising out of infringement claims based <br />on the use of such items which: 1) were not delivered by ESRI; 2) were used in a manner for <br />which they. were not designed; or 3) were modified by or for the County in a manner which <br />constitutes infringement. The foregoing states ESRI's entire liability with respect to infringement <br />of any copyrights, patents, licenses, or other property rights. <br />ARTICLE 14 - NOTICE <br />Unless otherwise provided, all notices will be sent by regular United States mail, telex, <br />telegram, or telecopy to the addresses as follows: <br />County of Orange <br />Central Land Records Office <br />208 South Cameron Street <br />P.O. Box 8181 <br />Hillsborough, North Carolina 27278 <br />Phone: (919) 732 -8181 <br />Fax: (919) 732 -4249 <br />ESRI <br />Environmental Systems Research <br />Institute, Inc. <br />380 New York Street <br />Redlands, California 92373 <br />Phone: (714) 793 -2853 <br />Telex: 9103321317 <br />Fax: (714) 793 -5953 <br />A90-P0101/BB -8- 4/17/90 <br />