McCUNE AND HARBER -2005 - Laserfiche WebLink

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3. TERM This Agreement shall commence on the date first written above, and shall continue until otherwise terminated pursuant to Section 12 of this agreement. 4. INDEPENDENT CONTRACTOR Attorneys shall, during the entire term of this Agreement, be construed to be independent contractors and not employees 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 Attorneys performs the services which are the subject matter of this Agreement; however, the services to be provided by Attorneys shall be provided in a manner consistent with all applicable standards and regulations governing such services. Attorneys 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. INSURANCE Prior to undertaking performance of work under this Agreement, Attorneys shall provide proof to the City Attorney of Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the Term. If Attorneys fails or refuses to produce and 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 ternimate this Agreement. Such termination shall not affect Attorneys' right to be paid for its time and materials expended prior to notification of termination. Attorneys waive the right to receive compensation and agree to indemnify the City for any work performed prior to approval of insurance by the City. 6. CONFIDENTIALITY If Attorneys receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Attorneys agree 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 information transferred orally, visually, electronically, or by other means. Confidential information 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 information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Attorneys disclosed in a publicly available source; (c) is in rightful possession of the Attorneys without an obligation of confidentiality; (d) is required to be disclosed by operation of