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other documentation prepared or obtained by Consultant in the performance of the <br /> services contemplated by this Agreement shall be the property of Partners and shall be <br /> delivered to Partners upon demand. <br /> 12. Confidentiality. Consultant shall not disclose confidential or proprietary information <br /> or knowledge received directly or indirectly from Partners to anyone other than Consultant's <br /> employees necessary to perform the services described in this Agreement. This obligation <br /> shall survive termination and remain in full force and effect until the records kept and <br /> maintained pursuant to Section 4(g)(3) above, and any copies thereof, are destroyed or <br /> returned to Partners. <br /> 13. Hold Harmless and Indemnity. Consultant agrees to defend, indemnify and hold <br /> Partners, their elected officials, officers, directors, employees, agents and designated <br /> volunteers harmless from and against any and all loss, liability, damage, including but not <br /> limited to reasonable attorney, consultant and expert fees and /or court costs, arising out of <br /> or in connection with this Agreement, except for the gross negligence and willful <br /> misconduct of Partners, their elected officials, officers, directors, employees, agents and <br /> designated volunteers. <br /> In addition to the above indemnification obligations, Consultant shall correct, at its own <br /> expense, all errors in the services provided. Should Consultant fail to make such <br /> correction in a timely manner, Partners shall make the correction and charge the cost <br /> thereof to Consultant. <br /> 14. Insurance. For the duration of this agreement, Consultant shall procure and <br /> maintain, at its own cost, insurance in the amounts and under the terms set forth in Exhibit <br /> "B" attached hereto against claims for injuries to persons or damages to property which <br /> may arise from or in connection with the performance of the work to provide the services <br /> described in this Agreement by Consultant, its agents, representatives, or employees. <br /> Consultant agrees to comply with any changes in the amounts and terms of such insurance <br /> as may be required from time to time by the Partners' Risk Managers, upon reasonable <br /> written notice. <br /> 15. Acceptance of Final Payment. Consultant's acceptance of final payment made <br /> under this Agreement, by negotiating Partners' checks or otherwise, shall release Partners <br /> from all claims and liabilities for compensation under this Agreement. <br /> 16. Acceptance of Work. The approval, payment and /or acceptance of the work or <br /> services performed under this Agreement by Partners, shall not constitute or be deemed a <br /> release of the responsibility or liability of Consultant, its agents, employees, consultants, <br /> contractors, and /or subcontractors for the accuracy and competency of the services <br /> performed and /or information provided under this Agreement; nor shall such action be <br /> deemed an assumption of Consultant's responsibility or liability by Partners for any defect <br /> or error in Consultant's services. <br /> Professional Services Agreement Page 4 <br /> Rev. 3/2007 <br />