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1 <br /> I <br /> (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 /> S. 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 /> 6. 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,da%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 /> i <br /> Page 3 of 9 <br /> i <br />