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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
<br />(305) 947-0606 phone (305) 949-3113 Fax
<br />refuses or is unable to perform any term of this Agreement, City shall pay for
<br />services rendered as of the date of termination.
<br />1. In the event of termination, all finished and unfinished documents, data and other
<br />work product prepared by Contractor shall be delivered to the City and the City
<br />shall compensate the Contractor for all Services satisfactorily performed prior
<br />to the date of termination.
<br />2. Notwithstanding the foregoing, the Contractor shall not be relieved of liability
<br />to the City for damages sustained by it by virtue of a breach of the Agreement
<br />by Contractor and the City may reasonably withhold payment to Contractor for
<br />the purposes of set-off until such time as the exact amount of damages due the
<br />City from the Contractor is determined.
<br />B. Termination for Convenience of City. The City may, for its convenience and without
<br />cause terminate the Services then remaining to be performed at any time by giving
<br />Contractor ten (10) days written notice. The terms of Paragraph A(1) and A(2)
<br />above shall be applicable hereunder.
<br />C. Termination for Insolvency. The City also reserves the right to terminate the
<br />remaining Services to be performed in the event the Contractor is placed either in
<br />voluntary or involuntary bankruptcy or makes any assignment for the benefit of
<br />creditors.
<br />11. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of
<br />this Agreement or any time for a period of ten (10) years subsequent to that date upon which this
<br />Agreement shall terminate for any reason whatsoever, disclose to any person or entity, other than
<br />in the discharge of the duties of the Contractor under this Agreement, any information which the
<br />City designates in writing as "confidential." As a violation by the Contractor of the provisions of
<br />this Section could cause irreparable injury to the City and there is no adequate remedy at law for
<br />such violation, the City shall have the right, in addition to any other remedies available to it at law
<br />or in equity, to enjoin the Contractor from violating such provisions.
<br />12. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted
<br />by law, the Contractor agrees to indemnify and hold -harmless the City, and, at the City's option,
<br />defend or pay for an attorney selected by the City to defend, City, its agents, representatives,
<br />officers, directors, officials and employees from any and all causes of action, demands, claims,
<br />liabilities, damages, losses and costs, including, but not limited to, reasonable attorney fees to the
<br />extent caused, in whole or in part, by the intentional or negligent act of, or omission of,
<br />Contractor, including those of its employees, agents, servants, or officers, or accruing, resulting
<br />from, or directly related to the subject matter of this Agreement including, without limitation,
<br />any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature
<br />whatsoever resulting from injuries or damages sustained by any person or property.
<br />The provisions and obligations of this section shall survive the expiration or earlier termination of
<br />this Agreement. To the extent considered necessary by City, any sum due Contractor under this
<br />Agreement may be retained by City until all of City's claims for indemnification pursuant to this
<br />FULL MOON CREATIVE, LLC
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