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<br />an Indemnified Party arising out of the acts or omissions of the Indemnifying <br />Party or any of its employees and/or agents. <br /> <br />B. Limitation of Liabilitv: Consultant's liability for any matter arising under this <br />Agreement or from any transaction contemplated herein, including without <br />limitation the provision of the Services, shall not exceed the actual amount paid <br />by an insurer as a result of any claim made with respect to such matter under <br />Consultant's insurance policies as set forth in Section VIII (the "Liability Cap"). <br />The Government acknowledges that the Liability Cap is a material term upon <br />which Consultant has relied in entering into this Agreement and that Consultant <br />would not have entered into this Agreement in the absence of such provision. <br /> <br />X. ACCEPTANCE AND RELEASE <br /> <br />The Government shall be deemed to have accepted all Services in a given Phase and the <br />work product resulting therefrom upon the earlier to occur of: (i) the Government's <br />payment of the invoice received from Consultant in respect of the Services; or (ii) the <br />Payment Date; provided, that prior to such date the Government did not provide written <br />notice to Consultant that it believes Consultant has breached this Agreement. Upon such <br />acceptance, the Government shall be deemed to have released Consultant from any <br />liability resulting from such phase of the Services. <br /> <br />XI. DISCLAIMER <br /> <br />The Government hereby acknowledges that (i) Consultant is not the software provider or <br />systems integrator, (ii) Consultant's role is to provide information, analysis and advisory <br />services, and (iii) the decision on a software and services vendor is solely that of the <br />Government. Accordingly, the Government agrees that Consultant shall bear no <br />responsibility and shall incur no liability with respect to the performance or provision of <br />the software, hardware, or implementation services. <br /> <br />XII. NONDISCRIMINATION <br /> <br />The Consultant agrees to comply with the nondiscrimination provisions of all applicable <br />laws and to take affirmative action to assure that applicants are employed and that <br />employees are treated during employment in a manner that provides equal employment <br />opportunity and tends to eliminate any inequality based upon race, national origin or sex. <br /> <br />XIII. TERMINATION OF AGREEMENT AND RIGHTS UPON TERMINATION <br /> <br />A. Termination without Cause: Either party may terminate this Agreement at any <br />time, with or without cause, upon thirty (30) days prior written notice to the other <br />party. <br /> <br />B. Termination for Cause: Either party may immediately terminate this Agreement <br />in the event that (i) the other party seeks protection under the bankruptcy laws <br />(other than as a creditor) or (ii) any assignment is made for the benefit of creditors <br />or a trustee is appointed for all or any portion of such other party's assets. <br /> <br />QBCHI1389010.6 <br /> <br />C. Effect of Termination: If the Services are terminated under this Section XlII, (i) <br />Consultant shall provide to the Government all work product completed through <br /> <br />Government Finance Officers Association 4 of] 5 <br />