Laserfiche WebLink
8.3 Dispute Resolution. Any dispute relating to this Agreement shall be submitted to <br />mediation prior to commencement of any legal proceedings. The venue for any legal <br />proceedings shall be Orange County, California. 4n legal pro cel n s <br />arising under this Agreeme, 9, the preizai4ing paft-f shall be enfided to r-eee*ff eests and- <br />8.4 Ownership of Work Product. MMC shall retain all right, title, and interest in and to the <br />processes, procedures, models, inventions, software, ideas, know -how, and any and all <br />other patentable or copyrightable material used, developed, or reduced to practice in the <br />performance of this Agreement. Upon payment therefore, City shall be granted all right, <br />title, and interest in and to the reports, charts, graphs, and other deliverables produced by <br />MMC in the performance of this Agreement. <br />8.5 Assignment. Neither Party may assign this Agreement or any of its rights or obligations <br />hereunder without the prior written consent of the other Party, which consent shall not be <br />unreasonably withheld. Any assignment without such prior written consent shall be void. <br />Notwithstanding the foregoing, the Parties hereto may assign all or part of this Agreement <br />immediately, without the prior written consent of the non - assigning Party (a) to any <br />successor in interest to the assigning Party who expressly assumes responsibility for the <br />assigning Party's obligations hereunder; or (b) if necessary to satisfy the rules, regulations <br />and/or orders of any federal or state governmental agency or body. Any violation of the <br />provisions of this Section shall render this Agreement voidable at the option of the non - <br />assigning Party. <br />8.6 Insurance. <br />a. Public Liability. During the term of this Agreement, MMC shall maintain in full force <br />and effect a policy of public liability insurance with minimum coverage's in accordance <br />with the requirements provided by City to MMC. MMC shall cause City, its officials <br />and employees to be named on all liability policies described above as insured as <br />respects activities undertaken pursuant to the parties' respective obligations pursuant to <br />this Agreement. <br />b. Workers' Compensation. During the term of this Agreement, MMC shall fully comply <br />with the terms of the law of California concerning workers' compensation. Said <br />compliance shall include, but not be limited to, maintaining in full force and effect one <br />or more policies of insurance insuring against any liability MMC may have for <br />workers' compensation. <br />8.7 Severability. In the event that any portion of this Agreement is held to be unenforceable, <br />the unenforceable portion shall be construed as nearly as possible to reflect the original <br />intent of the parties and the remainder of the provisions shall remain in full force and <br />effect. <br />8.8 Waiver. Either Party's failure to insist upon strict performance of any provision of this <br />Agreement shall not be construed as a waiver of that or any other of its rights hereunder at <br />any later date or time. <br />MMC Services Agreement Page 6 <br />