Res 1998-129 - Laserfiche WebLink

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c. Limitation: Neither party will have any confidentiality obligation with respect to any portion ofÙle other party's infonnation that (i) it independently knew or develops, (ii) it lawfull}' obtains from a third party under no obligation of confidentiality or (iii) becomes availabie to the public other than as a result of its act or omission. 11. EXTENSION AND TERMINATION: a. Extension: The parties may extend the term of this Agreement by mutual written agreement. Client shall use best efforts to give Consultant at least thirty (30) days notice if extension is contemplated by Client. b. Termination for Cause: Either party may terminate this Agreement immediately upon notice to the other party and without prejudice to allY other remedies, if (i) the other party breaches any of its obligations hereunder and fails to remedy such breach to the notifying party's satisfaction within ten (10) days after it demands such cure or (ii) the other party becomes insolvent or bankrupt, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency, reorganization or the protection of creditors' rights or otherwise ceases to conduct business in the nonnal coursc. c. Termination for Convenience: Notwithstanding the foregoing or anything to the contrary contained in this Agreement, Client may terminate this Agreement. without cause, by giving Consultant at least thirty (30) days prior written notice of tennination. No financial obligation on part of client shall exist past notification of termination and only for services actually received upon termination. 12. CONSEQUENCES OF EXPIRATION OR TERMINATION: Upon the expiration or termination of this Agreement for any reason, Client will promptly pay Consultant all fees and reimbursable expenses that may be due and outstanding related to the Services that Consultant has performed and Consultant will deliver to Client all notebooks, documentation and all other items belonging to Client or containing the work product owned by Client resulting from Consultant's work under this Agreement. 13. NON-SOLICITATION: Neither party shall solicit. directly or indirectly, as an employee or independent contractor, the personnel of the other party for a period of twelve (12) months after expiration or tennination of this Agreement. 14. INDEMNIFICATION: Consultant shall defend and indemnify Client and from and against any and all fIDes. penalties, costs, damages. injuries. claims. expenses and liabilities (individually and collectively. "Liabilities") resulting from a claim or action for infringement of the intellectual property rights of a third party, where such Liabilities arise out of or as a result of Consultant's performance oftrus Agreement. Consultant shall also indemnify, hold harmless and defend Client, its ofticers and employees from and against all claims and actions for damages or injuries resulting from the negligence or intentional