Laserfiche WebLink
3. TERM <br />This Agreement shall commence on the date first above written. Maintenance <br />services shall commence on completion of all conversion services. The parties shall set <br />forth, in writing, the commencement date of maintenance services, which shall continue <br />for a one year period from that date. Maintenance services may be extended for <br />additional one-year periods, upon the written agreement of the parties. <br />4. INDEPENDENT CONTRACTOR <br />Omega shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended <br />nor shall it be construed to create anemployer-employee relationship, a joint venture <br />relationship, or to allow the City to exercise discretion or control over the professional <br />manner in which Omega performs the services which are the subject matter of this <br />Agreement; however, the services to be provided by Omega shall be provided in a <br />manner consistent with all applicable standards and regulations governing such services. <br />Omega shall pay all salaries and wages, employer's social security taxes, unemployment <br />insurance and similar taxes relating to employees and shall be responsible for all applicable <br />withholding taxes. <br />INDEMNIFICATION <br />Omega shall hold and keep harmless the City and all officers, employees, <br />volunteers and agents thereof from damages, costs or expenses in law or equity that may <br />at any time arise or be set up because of injuries to or death of persons or damage to, loss, <br />or theft of property, including City's personnel and property, or from any claim that <br />Omega's services or products infringe a proprietary right, patent or copyright arising by <br />reason of, or in the course of, Omega's or Omega's contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf's negligent performance of this <br />contract; arising out of Omega's or Omega's contractors, subcontractors, agents, <br />employees, or other persons acting on their behalf's performance of this contract, and <br />Omega, at its own expense, cost and risk, shall defend, with counsel appointed by City, <br />any and all actions, suits or other legal proceedings that may be brought or instituted <br />against the City or officers, employees, volunteers or agents thereof on any such claim or <br />demand, and pay or satisfy any judgment that may be rendered against the City or <br />officers, employees, volunteers or agents thereof in any such action, suit or legal <br />proceedings. City may make all reasonable decisions with respect to its representation in <br />any legal proceeding. <br />6. CONFIDENTIALITY <br />If Omega receives from the City information which due to the nature of such <br />information is reasonably understood to be confidential and/or proprietary, Omega agrees <br />that it shall not use or disclose such information except in the performance of this <br />Agreement, and further agrees to exercise the same degree of care it uses to protect its <br />25T-3 <br />