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therefore shall not be reimbursable. Client shall not be obligated to <br />reimburse Consultant for extraordinary costs and expenses greater than <br />$50.00 per occurrence, unless Client shall have specifically agreed in <br />advance, prior to the time such extraordinary costs and expenses are <br />incurred, to reimburse Consultant for same. <br />G. Payment by Client shall be made within forty-five (45) days following <br />receipt of proper invoice evidencing work performed, subject to Client <br />accounting procedures. Payment need not be made for work which fails <br />to meet the standards of performance set forth in the Recitals which may <br />reasonably be expected by Client. <br />3. TERM <br />This Agreement shall be effective as of August 1, 2017, and shall terminate upon <br />written notice by either party as provided in section 14 below. <br />4. RESPONSIBILITIES OF THE PARTIES <br />a. Consultant shall determine the method, details, and means of performing <br />the services described herein. <br />b. Consultant agrees to accept exclusive liability for the payment of payroll <br />taxes, self-employment taxes, and social security and other contributions <br />that are based on the Compensation paid to Consultant hereunder or on <br />the wages, salaries, or other remuneration paid to Consultant, if any. <br />Consultant further promises and agrees to reimburse and to defend and <br />hold harmless Client for any such taxes or contributions that Client may <br />be compelled to pay. <br />C. Consultant shall supply at his own expense all office space, office <br />supplies, and all other tools and instrumentalities required to perform <br />services under this Agreement. <br />d. The parties agree, and Client expressly acknowledges, that Consultant <br />may select Consultant's own specific time or period of time to perform the <br />services set forth in this Agreement, and that Consultant may perform <br />services under this Agreement at Client's facilities during hours that Client <br />is not open to the general public for business. Client expressly <br />acknowledges that Consultant may refuse to perform services under this <br />Agreement for any time or period of time, even if so requested to perform <br />such services by Client. <br />e. The parties agree that Consultant shall be subject to no restraint in <br />performing Consultant's contractual services, other than federal, state and <br />local laws. Consultant shall act in a manner that will not detrimentally <br />affect the operation or reputation of Client at any time in which Consultant <br />is performing services pursuant to this Agreement. The parties agree, and <br />Consultant expressly acknowledges, that Client will not provide <br />Consultant with any training whatsoever as to the methods or techniques <br />