STIPKOVICH, ELISA (2) - Laserfiche WebLink

Home Browse Search

6. NO LIMITATIONS ON OUTSIDE ACTIVITIES The parties agree, and Client expressly acknowledges, that Consultant is free to offer professional advisory services to any other corporation, person or entity, whether engaged in the same business as Client or not. This Agreement is only intended to create an exclusive contractual relationship between Consultant and Client for the purpose of negotiations with Caribou Industries, Inc. Client expressly acknowledges that Consultant is free to engage in any other business or employment during the term of this Agreement so long as Consultant provides the services contemplated hereunder in a timely manner. 7. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for Client to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Client is granted a non- exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the Client. Client shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Client's sole risk. 8. INDEMNIFICATION Client agrees to indemnify, hold harmless and defend Consultant from and against any and all claims, causes of action, suits, legal or administrative proceedings, and any resulting damages, losses, penalties, fines or liabilities, including reasonable attorney fees and litigation costs, to the extent to have resulted from Client's negligence. Consultant agrees to indemnify, hold harmless and defend Client from and against any and all claims, causes of action, suits, legal or administrative proceedings, and any resulting damages, losses, penalties, fines or liabilities, including reasonable attorney fees and litigation costs, to the extent to have resulted from Consultant's negligence. 9. CONFIDENTIALITY All reports, documents and materials prepared by Consultant or provided to Consultant in the course of Consultant's performance of services hereunder shall be considered Confidential Information, and shall be the exclusive property of Client. Confidential Information may not be shared with or divulged to others by Consultant without the permission of Client. Consultant shall treat all Confidential Information with at least the same degree of care Consultant accords Consultant's own secret, proprietary information. rd