R2010-31 AUTHORIZING AGREEMENT - Laserfiche WebLink

Home Browse Search

CONSULTANT. M. Confidentialiry: A. Inasmuch as in the rendering of Services hereunder, Consultant, its associates and employees may acquire confidential information and data concerning the business and operations of, or belonging to, the City, and additional information and data will be made available to or developed by Consultant, Consultant agrees to and shall regard, treat, and maintain as confidential and proprietary all of the information and data communicated to it by the City in connection with this Agreement (which information shall at all times be the property of the Ciry). Consultant shall not, without the City's prior written consent,at any time: 1. Use such information for any purpose other than in connection with its services under this Agreement; or 2. Disclose any portion of such information which is in written ar tangible form to third parties. B. Notwithstanding the foregoing, Consultant's obligations pursuant to the above paragraph shall not apply to: 1. Information that, at the time of disclosure, is, ar after disclosure becomes, part of the public domain other than as a consequence of Consultant's breach; 2. Information that was known or otherwise made available to Consultant prior to the disclosure by the Ciry; 3. Information disclosed by a third pariy to Consultant, if such third party's disclosure does not violate any obligation of the third party to the City; or 4. Information the City authorizes, in writing,for release effective with the date of such authorization." N. Documents.Drawings and Plans Notwithstanding anything contained in any other Contract Documents to the contrary, the Consultant and its subcontractor hereby release to the City any and all right, title, and interest in and to any and all documents, drawings and plans depicting and/or relating to the Program which are the subject of the Agreement (hereinafter all such documents, drawings and plans collectively referred to as "documents, drawings and plans"), and any and all of which documents, drawings and plans shall become the sole property of the City. The Consultant, and its subcontractors, further warrant to the City that they have the legal right to convey said documents, drawings and plans to the Ciry. The Program contemplated by the Agreement and the related Contract Documents shall not be considered complete until and unless a legible and complete copy of all such documents, drawings and plans has been delivered to the City. O. Consultant is an Indenendent Contractor• Not Authorized to Obli ate Cit� Consultant is and shall act as an independent contractor in performing Services hereunder and the Agreement and the related Contract Documents shall not be construed to create an association, partnership,joint venture, relation of principal and agent or employer and employee between the City and Consultant or any of its authorized representatives, employees, associates, and/or agents within the meaning of any federal, state or local law. Consultant will not enter into any agreement, oral or written, on behalf of the City or otherwise obligate the City without the City's advance, written consent, nor shall Consultant or any of its authorized representatives, employees, associates, and/or agents be entitled to any benefits provided by the City to its employees. The City will make no deductions from any of the payments due to Consultant for state or federal tax purposes. Consultant 4