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b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing Microsoft licenses and related services purchased, subject to City accounting procedures. c. Software One will invoice for products and services off of this agreement in lieu of a purchase order issued by the City. The invoice shall include the City agreement number for reference. 3. TERM This Agreement shall commence on February 1, 2020 and continue through January 31, 2023, unless terminated earlier in accordance with Section 11, below. There is an option to renew this contract for an additional three (3) year term exercisable by the City Council. 4. INDEPENDENT CONTRACTOR Software One shall, during the entire term of this Agreement, be construed to be an independent consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Software One performs the services which are the subject matter of this Agreement; however, the services to be provided by Software One shall be provided in a manner consistent with all applicable standards and regulations governing such services. Software One shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. RECORDS Software One shall keep records and invoices in connection with the work to be performed under this Agreement. Software One shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Software One under this Agreement. All such records and invoices shall be clearly identifiable. Software One shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement once per calendar year and solely for the purposes of verifying charges under the Agreement. 6. CONFIDENTIALITY Each Parry agrees that if it receives from the other information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, each agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also #223760 25G-5