05-16-05 - Laserfiche WebLink

Home Browse Search

perpetual License to Licensee for the existing Licensed Products; or (2) If no later than the 120th day before that second anniversary the Licensee enters into a renewal License Agreement with Pictometry for an additional two years for new Licensed Images with a value of at least 50% of that of the existing Licensed Images, then Pictometry will grant a perpetual License to Licensee for the existing Licensed Products upon the payment of a Perpetual License Conversion fee on the difference between the new annual fee and previous annual fee due under this Agreement if the new annual fee is less than the previous annual fee; or (3) If no later than the 10th day after that expiration date the Licensee pays Pictometry an additional payment of a Perpetual License Conversion fee, then Pictometry will grant a perpetual License to Licensee for the existing Licensed Products. Any extensions will be subject to the same tenns and conditions as are provided in this Agreement except that the annual fee under Section 5.1 and Schedule A will be eliminated and the Licensee will no longer be able to add images to the existing Image Library. Nevertheless, Licensee's obligations to pay a Reproduction Fee for Digital and Hard Copies to Pictometry, as provided in Section 4.1(c)(3) above, shall continue during any such extension under this Section 8.2. 8.3 Termination For Cause. . This Agreement may be terminated by either party in the event that the other party has failed to perfonn a material obligation or has otherwise breached a material tenn of this Agreement if that other party has. failed to cure that failure or breach within thirty days after receipt of written notice thereof from the other party. 8.4 Effect of Termination or Expiration. Upon termination or expiration of this Agreement, Licensee immediately shall cease any and all further use of the Licensed Products and shall promptly purge all copies of Images and all Licensed Software (including but not limited to EFS and CIW) from all computers and workstations on which any of them may be stored or available at the time. In addition, the Licensee shall destroy all remaining inventory of Hard Copies of Images in its possession or under its control (excluding those images produced in the activities described in Section 4.1 (c )(2) above and those Licensed Images used for internal business purposes and for illustration purposes in hard copy documents arid websites produced or maintained by the respective Licensee or Subdivisions). 8.5 Access to Records. During the tenn of this Agreement and for a period of three (3) years after the date of its termination or expiration, Licensee and Subdivisions shall make available to Pictometry for inspection and copying on reasonable notice and at reasonable hours all books and records, including electronically retained infonnation, pertaining to Licensee's or Subdivision's compliance with the provisions of this Agreement. Page 9 of 13 040516a