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(v) in the event of bankruptcy, whether voluntary or involuntary, of Consultant. <br />c. The Consultant may terminate this Agreement in the event that the City is <br />delinquent in paying any invoices for a period in excess of sixty (60) days. Termination shall be effective <br />thirty (30) days after notice is received by mail at the City's office unless the City has remedied said <br />failure(s) to the satisfaction of the Consultant. <br />d. If this Agreement is terminated without cause, Consultant shall be paid for the <br />reasonable value of the Services provided up to the time of such termination or suspension. From and <br />after Consultant's receipt of notice of termination, Consultant shall use all reasonable efforts to minimize <br />project costs and expenses, except to the extent the City's notice requested that certain services are <br />continued. <br />5. Confidentiality. <br />If Consultant receives from the City information which due to the nature of such information is <br />reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or <br />disclose such information except in the performance of this Agreement, and further agrees to exercise <br />the same degree of care it uses to protect its own information of like importance, but in no event less <br />than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />information includes not only written information, but also information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available <br />sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in <br />rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be <br />disclosed by operation of law; or (e) is independently developed by the Consultant without reference to <br />information disclosed by the City. <br />Ownership of Records and Work Product. <br />a. All claim data is owned by the City. All claim electronic files, loss reports, payroll <br />information, and other documents and materials, and all transactional level electronic data in the requested <br />format, shall be delivered to the City upon termination of this Agreement. <br />b. All products of undertaking and completing the Services and Consultant's duties <br />hereunder including, but not limited to, the study results, reports, drawings, photographs, photo <br />simulations, maps, plans, renderings, specifications, analyses, surveys, data, computer printouts, programs <br />and software, and all supporting documentation of such programs prepared in the performance of the <br />Services shall be the property of City, and shall be delivered to City before final payment and the <br />completion of performance or any earlier termination under this Agreement. <br />7. Indemnification. <br />a. The Consultant agrees to indemnify, defend and hold harmless the City, and/or their <br />respective officers, members, agents, and employees from any and all loss, liability, claim, demand, cause <br />Page 3 of 9 <br />