R97-122 AUTHORIZING AGREEMENT - Laserfiche WebLink

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• . . - 7 - • M. Fines and Penalties - GB shall not be res ponsible for any fines or penalties assessed by any governmentai agency because of the acts or omissions of the CLIENT, or by previous or successor ciaim 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 consentof GB,solicit to hire,or hire any employee of GB who,durin g the term of this Agreement,has performed,or contributed to the performanceof,services hereunder. CLIEN T 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 Consultina - With respect to any risk control consulting services,including any form of inspectio n service 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 implement any 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 dut y 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. The scope of such services may be subject to further limitations pursuant to the terms of any written reports delivered to CLIENT and respecting such services; 4. CLIENT shall make no communicationto any third party concerning the role or nature of GB's services without the prior consent of GB. 5. If GB fails to complete the contracted Risk Control Consulting Services during the term of this Agreement due to the CLIENT's failure to cooperatewith GB's service delivery objectives,then GB wil I have an additional six(6)months in which to complete the contracted services. If the CLIENT fails to cooperatewith GB's service delivery objectives during such six(6) month period, then GB's obligation , to complete the contracted service s 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 design ated 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. Subrogation - To the extent GB is involved in pursuing recoveries against third parties or otherwise undertaking subrogationactivitieson behalfofCLIENT, GB is authorizedto collect,in the name ofthe CLIEN T 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 responsi ble for payment of all applicable sales, use, ad valorem and excise taxes; duties;and assessments relating to the servi ces 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. 06/cq 1/17357