DUCHESNE & ASSOCIATES 1 - 2004 - Laserfiche WebLink

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4. INDEPENDENT CONTRACTOR Consultant shall, during the entire teI1ll of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant perfoI1lls the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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. s. INSURANCE Due to the nature of the work being perfoI1lled insurance is not required. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (I) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the teI1llS of or effects arising from this Agreement. This indenmity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the teI1llS of, or effects, arising from this Agreement. 7. CONFIDENTIALITY If Consultant receives from the City infoI1llation which due to the nature of such infoI1llation is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such infoI1llation except in the perfoI1llance ofthis Agreement, and further agrees to exercise the same degree of care it uses to protect its own infoI1llation of like importance, but in no event less than reasonable care. "Confidential InfoI1llation" shall include all nonpublic infoI1llation. Confidential infoI1llation includes not only written infoI1llation, but also infoI1llation transferred orally, visually, electronically, or by other means. Confidential infoI1llation disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any infoI1llation that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be 2