PADCOM, INC. 1 - 2004 - Laserfiche WebLink

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d. If Vendor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Vendor's right to be paid for its time and materials expended prior to notification of termination. Vendor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Vendor shall hold and keep harmless the City and all officers, employees, volunteers and agents thereof ftom damages, costs or expenses in law or equity that may at any time arise or be set up because of injuries to or death of persons or damage to, loss, or theft of property, including City's personnel and property, or ftom any claim that Vendor's services or products infringe a proprietary right, patent or copyright arising by reason of, or in the course of, Vendor's or Vendor's contractors, subcontractors, agents, employees, or other persons acting on their behalfs negligent performance of this contract; arising out of Vendor's or Vendor's contractors, subcontractors, agents, employees, or other persons acting on their behalf s performance of this contract, and Vendor, at its own expense, cost and risk, shall defend, with counsel appointed by City, any and all actions, suits or other legal proceedings that may be brought or instituted against the City or officers, employees, volunteers or agents thereof on any such claim or demand, and payor satisfy any judgement that may be rendered against the City or officers, employees, volunteers or agents thereof in any such action, suit or legal proceedings. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Vendor receives ftom the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Vendor 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 oflike 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 information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent ofthe other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault ofthe Vendor disclosed in a publicly available source; (c) is in rightful possession of the Vendor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or ( e) is independently developed by the Vendor without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Vendor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.