SR 06:114 - Laserfiche WebLink

11.0 INTEGRATION WITH u.s. COPYRIGHT ACT 11.1 In addition 10 all other provisions provided under this Agreement, Customer agrees to be bound by and to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976, u.s.e. Sections 101-810 (1976) as amended). If a provision of the U.S. Copyright Acl and this Agreement conflict, the more restrictive of the two applies. If it cannot be determined which is the more restrictive, then the provision within this Agreement shall apply. 12.0 INDEPENDENT CONTRACTOR 12.1 New World is an independent contractor. The personnel of one party shall not in any way be considered agents or employees of the other. To the extent provided for by law, each party shall be responsible for the acts of its own employees. 12.2 Each party shall be responsible for Workers' Compensation coverage for its own personnel. 13.0 INSURANCE REQUIREMENTS New World shall not commence work under this Agreement until it has obtained the insurance required under \his paragraph. 13.1 Workers' Comoensation Insurance: New World shall procure and maintain during the term of this Agreement, Workers' Compensation Insurance for all of its employees who engage in the work to be performed. 13.2 Liability and Prooertv Insurance - Comorehensive Form: New World shall procure and maintain during the term of this Agreement, Liability and Property Damage Insurance in an amount not less lhan $1,000,000 on account of each accident; and in an amount not less than $1,000,000 for each accident for damage to property. 13.3 Automobile Liability Insurance: New World shall procure and maintain during \he term of lhis Agreement, Hired and Non-Ownership Molor Vehicle Bodily Injury and Property Damage Insurance in an amount not less than $500,000 for injuries, including accidental death, to each person; and, subject to the same limit for each person, in an amount not less than $500,000 for each accident; and in an amount not less \han $500,000 on account for each accident for damage to property. 14.0 DISPUTE RESOLUTION BY ARBITRATION 14.1 Except for matters in which the dispute relates to a breach of \he provisions set forth in Section 11, Paragraphs 8.0 (employee non-recruitment) or 9.0 (non-disclosure or confidentiality), any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled in arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon any award rendered by the arbitrator(s) may be entered in any court having jurisdiction \hereof. 14.2 Before a demand for arbitration may be filed by either party, the management of both parties shall have met at least two times in face-to-face meetings in an effort to resolve any dispute or controversy through normal business management practices. Unless otherwise agreed to in writing, a minimum of one meeting shall take place at each party's home office location. 14.3 The arbitrator(s) shall have no power or authority to add to or detract from this Agreement of the parties. The arbitralor(s) shall have no authority to award damages over and above lhose provided for in this Agreement and in any event shall not exceed the limitations set forth in Section II, subparagraph 10.2, even if \he remedy or limitation of liability provisions set forth in \his Agreement shall for any reason whatsoever be held unenforceable or inapplicable. 14.4 Neither party nor the arbitrator(s) may disclose the existence or results of any arbitration hereunder, except if the arbitration results in a Court imposed judgment, the non-disclosure restriction shall not be effective to the extent the matter becomes a public record. 14.5 Each party shall bear its own costs in preparing for and conducting arbitration, except that the joint costs, if any, of \he actual arbitration proceeding shall be shared equally by the parties. 15.0 TERMINATION 15.1 Bv Customer: If New World fails to provide the Licensed Software as warranted in accordance with the terms of \his Agreement, Customer may at ils option lerminate this Agreement with ninety (90) days written notice as follows: Agreement 041006 final.doc CONFIDENTIAL Page 6 of 57 City of PIeasanton, CA