OMEGA GROUP, THE 4 -2008 - Laserfiche WebLink

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3. TERM This Agreement shall commence on the date first above written. Maintenance services shall commence on completion of all conversion services. The parties shall set forth, in writing, the commencement date of maintenance services, which shall continue for a one year period from that date. Maintenance services may be extended for additional one-year periods, upon the written agreement of the parties. 4. INDEPENDENT CONTRACTOR Omega shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee 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 Omega performs the services which are the subject matter of this Agreement; however, the services to be provided by Omega shall be provided in a manner consistent with all applicable standards and regulations governing such services. Omega 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. INDEMNIFICATION Omega shall hold and keep harmless the City and all officers, employees, volunteers and agents thereof from 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 from any claim that Omega's services or products infringe a proprietary right, patent or copyright arising by reason of, or in the course of, Omega's or Omega's contractors, subcontractors, agents, employees, or other persons acting on their behalf s negligent performance of this contract; arising out of Omega's or Omega's contractors, subcontractors, agents, employees, or other persons acting on their behalf s performance of this contract, and Omega, 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 pay or satisfy any judgment 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. 6. CONFIDENTIALITY If Omega receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Omega 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