Res 2009-155 - Laserfiche WebLink

Home Browse Search

Quick Start Implementation Agreement Re: Agreement Addendum #091001 Page 7 of 10 expense of reproduction of these items may be itemized and included in the invoice and will be borne by the City. 9.5 Except as set out in Article 5 or the Implementation Planning Report Document, termination of the Professional Services for any other reason shall not result in any termination of the License or affect the payment of License Fees which shall continue to be covered by the provisions of the License Agreement. 10. OTHER PROVISIONS: 10.1 Amendments: No amendment or alteration to the terms of this Agreement or the Implementation Planning Report Document shall be valid unless made in writing and executed by HIGH LINE and CUSTOMER. 10.2 Conflict with Implementation Planning Report Document: In the event of any conflict between the terms set out in the body of this Agreement and the Implementation Planning Report Document, the terms set out in the body of this Agreement will prevail. 10.3 Interdependence from License: Except as expressly set out in this Agreement or the License Agreement, any Professional Services acquired by CUSTOMER from HIGH LINE are deemed to have been bid and acquired separately from the License granted under this Agreement. 10.4 HIGH LINE Confidentiality: Except as directed by CUSTOMER, HIGH LINE and its employees, contractors and subcontractors shall not at any time during or after the term of this Agreement disclose any CUSTOMER confidential information or trade secrets to any person, or permit any person to examine and/or make copies of any reports or any documents prepared by HIGH LINE or that come into HIGH LINE's possession or under HIGH LINE's control by reason of HIGH LINE's Services, and upon termination of this Agreement, HIGH LINE will turn over to CUSTOMER all documents, papers and other property in HIGH LINE's possession or under HIGH LINE's control that contain or relate to CUSTOMER confidential information. CUSTOMER may require HIGH LINE and its employees or representatives to execute CUSTOMER's standard form confidentiality agreement, provided that such additional agreement shall not in any material manner be significantly more restrictive upon or detrimental to HIGH LINE than the obligations imposed upon HIGH LINE in this Agreement, and provided that in the event of any conflict between the terms of this Agreement and the terms of the said additional agreement the terms of this Agreement shall prevail. 10.5 CUSTOMER Non-Solicitation: For a period of at least one year after the later of initial installation of the Licensed Software and completion of the Professional Services, CUSTOMER shall not directly or indirectly hire, retain, solicit or attempt to solicit any employee or independent contractor of HIGH LINE for the purpose of employment or independent contract with CUSTOMER. Should CUSTOMER breach the provisions of this paragraph, then CUSTOMER shall pay HIGH LINE a minimum of one year's salary or compensation for the person in question as paid by HIGH LINE in the twelve months prior to the breach in question as a true pre-estimate of HIGH LINE's minimum damages in that regard and not as a penalty and without prejudice to any other rights and remedies available to HIGH LINE under this Agreement or at law. 10.6 EXCLUSION OF HIGH LINE'S LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES: HIGH LINE SHALL NOT BE LIABLE TO CUSTOMER OR ANY PERSON CLAIMING ON ITS BEHALF OR UNDER ITS RIGHTS FOR