Reso 2010-1506 - Laserfiche WebLink

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- Indemnification. (a) Publisher will at all times indemnify and hold City harmless from any claims, damages, liabilities, costs and expenses including reasonable counsel fees arising out of Publisher's actions and/or materials in connection with the SIB 2010. (b) City will at all times indemnify and hold Publisher harmless from any claims, damages, liabilities, costs and expenses including reasonable counsel fees arising out of City's actions and/or materials in connection with the SIB 2010. Default / Termination. In the event of a default or breach hereunder which is not cured within fifteen (15) days after written notice, the non-defaulting party may terminate this agreement. The termination of this agreement by either party shall not abrogate, impair, release, or extinguish any obligation which may have accrued hereunder, as a result of, or prior to such termination. Entire Agreement. The contents herein constitute the entire agreement and understanding between the parties pertaining to the subject matter hereof and supersede all prior or contemporaneous agreements, representations and understandings of the parties. Relationship of the Parties. It is mutually understood and agreed the relationship created hereby is that of independent contractors, and neither party, nor any of its employees or agents, will be considered to be an agent, employee, joint venture or partner of or with the other party. Warranties. Publisher warrants and represents that it has the right and power to enter into and fully perform this agreement. And, that any materials, services and/or processes furnished or used by Publisher (other than materials furnished by City) in connection with this agreement will not at any time infringe upon or violate the rights of third parties, And, that SIB 2010 will be of the highest quality consistent with industry standards. By: David Bloom, Esq. Managing Director Date: By: Name: Title: Date: 3