R98-118 AUTHORIZING AGREEMENT - Laserfiche WebLink

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� - 7 - � M. Fines and Penalties - GB shail not be responsible for any fines or penalties assessed by any governmental . agency because of the acts or omissions of the CLIENT, or by previous or successor claim administrators. N. Solicitation of Employees - CLIENT agrees that, during the term of this Agreement and for a two-year period thereafter,CLIENT shall not,without the consent of GB, solicit to hire,or hire any employee of GB who, during the term of this Agreement,has performed,or contributedto the performanceof, services hereunder. CLIENT further acknowledges that the damages suffered by GB as a result of a breach of this obligation would be significant but not susceptible of easy calculation. Accordingly, in the event of a breach of the aforesaid obligation, CLIENT agrees to pay GB an amount equal to one hundred fifty percent(150%)of such employee's annualized salary amount at GB as of the date of breach. O. Risk Control Consuftina - Wth respect to any risk control consulting services, including any form of inspection senrice provided by GB to CLIENT: 1. Such services shall be in the nature of advisory to the CLIENT only and shall not be construed as imposing upon GB any duty to implementany recommendation made by GB or to otherwise ensure that any premises,equipment or other subject matter of a GB consulting service is safe or free from hazards or defects; 2. Such services shall be solely for the benefit of CLI ENT and shall not be construed as creating any duty to, or conferring any right to, any third party,including without limitation,any duty to warn any third party or the public at large; 3. CLIENT shall make no communicationto any third party concerning the role or nature of GB's services without the prior consent of GB. 4. If GB fails to complete the contracted Risk Control Consulting Services during the term of this Agreement due to the CLIENT's failure to cooperate with GB's service delivery objectives, then GB will have an additional six(6)months in which to complete the contracted services. If the CLIENT fails to cooperate with GB's service delivery objectives during such six(6)month period,then GB's obligation to complete the contracted services will be deemed to be fulfilled and CLIENT shall not be entitled to any refund for services not provided. If for any reason other than CLIENT's lack of cooperation, GB fails to complete the contracted services during the term of the Agreement, then CLIENT, at its discretion, may either receive a refund for that portion of the contracted services which were not completed or may extend the term for completion of the contracted services by a period of six(6) months. P. Records Retention - GB will retain claim files for 24 months following date of closure. Thereafter, files will be returned to the CLIENT or forwarded to such location as may be designated by the CLIENT for continued storage. GB will retain hard-copy checks for 24 months following the date of bank clearance. Thereafter, copies of checks will be maintained on microfiche. Q. Subroc,�,ation - To the extent GB is involved in pursuing recoveriesagainstthird parties or otherwise undertaking subrogation activities on behalf of CLIENT, GB is authorized to collect, in the name of the CLIENT or in the name of GB, all funds due as a result of such recovery or subrogation activities. GB shall not be required to establish any trust accounts for the benefit of CLIENT, but shall promptly and fully account for all funds so received. R. Taxes - CLIENT shall be responsible for payment of all applicable sales, use, ad valorem and excise taxes; duties; and assessments relating to the services provided hereunder. CLIENT shall hold GB harmless from all claims and liability arising from CLIENT's failure to pay such taxes. S. Non-U.S. Dollar Transaction - In the event that GB handles any non-U.S. Dollar claims, CLIENT shall be responsible for any rate fluctuations. O6/cq1/17357