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(b) City of llecatur will assume full responsibility for and shall indemnify �lI1CI IIOICI <br /> harmless ILLINOIS STRATEGIES and its subsi�iiaries and their directors, <br /> officers, employees and agents, from and against any and all losses, claims, <br /> liabilities, penalties, fines, causes of action, damages, costs and expenses (including <br /> reasonable attorneys' fees and expenses) arising out of or resulting from any <br /> negligence or wrongful or willful misconduct on the part of City of Decatur or any <br /> breach by City of Decatur of any of the terms and provisions of this Agreement. <br /> 8. Confidentiality. <br /> Inasmuch as in the rendering of Services hereunder, ILLINOIS STRAT�GIES, its <br /> associates and employees may acquire confidential information and data concerning the <br /> business and operations of, or belonging to, City of Decatur, and additiona] infoi-mation <br /> and data will be made available to or developed by ILLINOIS STRATEGIES, <br /> ILLINOIS STRATEGIES agrees to treat and maintain all such infonnation and data as <br /> City of Decatur's confidential property and not to divulge it to others at any time or use <br />' it for private pu�poses or otherwise, except as such use or disclosure may be required in <br /> connection with performance of the Sei-vices or as may be consented to by City of <br /> Decatur, unless and until such information becc�mes a part of the public domain or <br /> ILLINOIS STRATEGIES legally acquires such information v��ithout restriction on <br /> disclosure fi-om sources other than City of Decatur or other companies with whom Cety: <br /> of llecatur has a business relationsliip. <br />� 9. lnde endent Contractor. <br /> P <br />' ILLINOIS STRATEGIES is anc! shall act as an indepenJent contractor in <br /> performing Services hereunder. <br /> 10. Non-Assi nment. <br /> This Agreement shall be personal to the pa►rties hereto and no party shall (by <br /> operation of law or othel•wise)transfer or assign its rights or delegate its performance <br /> hereunder; and any such transfer, assignment or dele�ation shall be void and of no effect. <br /> 11. Miscellaneous. <br /> (a) This agreement constitutes the full understa��ding o,the parties and a complete <br /> allocation of risks between them and a complete and exclusiue statement of the terms <br /> and conditio�ls of their agreement relating to ILLINOIS STRATEGIES' <br /> performing Services herew�der and supersedes a>>y ai�d all pi•ior agreements, whether <br /> written or oral between the parties. No waiver by an}' party with respect to any <br /> breach or default or of any right or remedy, nor any cow•se of dealing, shall be <br /> deemed to constitute a continuing waiver or an�� other breach or default or of any <br /> other right or remedy, unless such waiver be expressed in writing and signed by the <br /> party to be bound. <br /> 4 <br />