Reso 2002-474 - Laserfiche WebLink

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') 5. Indemnification. Contractor shall indemnify the City from any and all claims due to the negligence of Contractor's employees, principals, and agents. The City agrees to indemnify Contractor for any claim arising out of pages of unedited materials submitted by the City. 6. Editorial Rie:hts. It is understood and agreed that Contractor shall not have the right to revise or change the content of articles, bulletins, and other materials provided by the City without written consent by the City. Contractor, however, shall have the right to make minor revisions, if necessary, to correct typographical errors. 7. Assie:nment. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, finn, corporation, or other entity without the prior, expressed, and written consent of the other party. 8. Term. The term of this Agreement shall be one (1) year and shall automatically renew for additional one-year tenns, unless either party provides notice of non-renewal to the other party upon sixty (60) days notice. Notwithstanding the foregoing, the City shall have the right to cancel this Agreement upon sixty (60) days notice. 9. Governinl! Law. It is agreed that this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida. 10. AttorneY!' Fees. If any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all sums that either party may ') be called upon to pay, a reasonable sum for the successful party's attorneys' fees and costs. 11. Partiallnvaliditv. The invalidity of any portion of this Agreement shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect, if they have been executed by both parties subsequent to the expungement of the invalid provision. 12. Entire Ae:reement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 13. Modification. Any modification of this Agreement or additional obligations assumed by either party in connection with Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. (Signature page is next page) ) Page 2 of 3 6 9 Ad Aarccmcnt-Millcr Publishing. Inc.