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7.1.2 Seller or its assignee has ceased in total to honor all of its obligations under this <br /> contract or the Maintenance and Support Agreement after 30 days written notice to cure. <br /> 7.1.3 Notwithstanding the foregoing, Source Code is generally made available, without <br /> cost, to all other users of comparable software the aforementioned and no license fee would <br /> be charged to City. <br /> 7.1.4 The aforementioned rights in section 7.1 shall only be effective if this contract <br /> and all Maintenance and Support Agreements have been duly entered into by City without any <br /> gap and that no default has occurred by City. If City refuses to enter into a Maintenance and <br /> Support Agreement, then Section 7.1 shall have no further force or effect. <br /> 7.2 Transfer Restrictions. City agrees that the Source Code in its possession shall be subject <br /> to applicable restrictions on transfer, sale, reproduction, and licensing agreements. City shall not <br /> disclose Source Code to any third parties. <br /> 7.3 Escrow. Seller agrees to keep and maintain a copy of the original Source Code, and any <br /> amendments or revisions thereof, in escrow, pursuant to an escrow agreement by and among Seller, <br /> City, and the escrow agent. The escrow agreement shall authorize the escrow agent to release the <br /> Source Code to City upon the occurrence of any of the events described in paragraph 7.1. Seller shall <br /> pay all costs of providing and maintaining copies of the Source Code in escrow, including the fees of <br /> the escrow agent. The copies of the Source Code placed in escrow shall be reproduced and <br /> maintained on magnetic tape or disk using a commonly accepted data recording protocol. Program <br /> documentation sufficient to allow a competent programmer to use and maintain the Source Code, <br /> including any changes, shall be delivered to the escrow agent on a yearly basis reflecting any changes <br /> from the prior year. <br /> 7.4 Additional Information. In addition to the Source Code, Seller shall maintain all <br /> information necessary for successful operation of the System, including the interface between <br /> components. Seller shall maintain all required information in escrow and will be responsible for the <br /> accuracy of all such information. The information shall be delivered to City concurrently with delivery <br /> of the Source Code pursuant to this paragraph. <br /> 8 Liability; Insurance. <br /> 8.1 Indemnification. Seller shall indemnify, defend and hold City harmless from any and all <br /> claims, losses, damages or liabilities for bodily injury to or death of any person, or for damage to or <br /> destruction of property resulting from negligent acts or omissions of Seller, its employees, agents, <br /> suppliers, or subcontractors in performance of the Work. This indemnification covers professional <br /> services only and specifically excludes computer software. <br /> 8.2 Liability Insurance. Seller agrees to procure and thereafter maintain during the course <br /> of this contract, at Seller's expense, a comprehensive general liability and auto policy from a <br /> responsible company authorized to do business in Oregon, naming City, its officers, agents, and <br /> employees as additional insureds. Limits of the policy shall be $ 1,000,000 combined single limit. The <br /> insurance shall cover all risks arising directly or indirectly out of Seller's performance of the Work, <br /> subject to normal policy terms and conditions, and shall protect City, its officers, agents, and <br /> employees against any such claims of any kind or nature whatsoever. Seller shall provide a certificate <br /> of coverage for the above insurance requirements. <br /> Purchase Contract - 6 <br />