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<br /><t <br /> <br />I:l. <br /> <br />Consulting Services Agreement <br /> <br />Page 5 of6 <br /> <br />15. TERMINATION <br /> <br />This Agree!Tlent may tB terminated by either party upon written notice in the event of substantial failure <br />by the other party to perform in accordance with tenns hereof. Such tennination shall not be effective if <br />that substantial failure has been remedied before expiration of the period specified in the written notice, <br />such period shall not be less than seven (7) calendar days. In the event of termination, WMCI shall be <br />paid for SERVICES performed to the termination notice date and reasonable termination expenses. <br /> <br />16. DISPUTES <br /> <br />All disputes, claims, and causes one party makes against the other, at law or otherwise, including third <br />party or "pass-through" claims for indemnification and/or contribution, shall be initiated, determined, and <br />resolved by arbitration in accordance with the Construction Industry Arbitration Rules of the American <br />Arbitration Associates. <br /> <br />In the event that one party makes a claim against the other, at law or otherwise, the prevailing party shall <br />be entitled to all costs, including attorneys' fees incurred in defending or in prosecuting against the <br />claim. <br /> <br />17. CONFIDENTIALITY <br /> <br />WMCI shall use reasonable efforts to keep confidential all data and information which is marked <br />confidential and furnished to WMCI by CLIENT under this Agreement. WMCI's confidentiality obligations <br />shall not apply if such data or information is within the public domain, previously known to WMCI, <br />obtained from third parties without violating any confidentiality agreement, required to be produced by <br />WMCI pursuant to any law, subpoena, or court order or required by WMCI in the defense of any claim. <br />WMCI may use and publish the CLlENrs name and give a general description of the SERVICES <br />rendered by WMCI for the purpose of informing other clients and potential clients of WMCI's experience <br />and qualifications. <br /> <br />18. INTELLECTUAL PROPERTY <br /> <br />All rights to patents, trademarks, copyrights, and trade secrets owned by WMCI remain the property of <br />WMCI, and WMCI does not grant CLIENT any right or license to such intellectual property. WMCI shall <br />provide the SERVICES without infringing on any valid patent or copyright and without the use of any <br />confidential infonnation that is the property of others, unless WMCI or its agents, employees or <br />subcontractors are licensed or otherwise have the right to use and dispose of such information. <br /> <br />261U:onsulilg-Ageemenldoc <br /> <br />3/05 <br />