AG 2003 07 21 - Laserfiche WebLink

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In the event of County earlyltermination of this Agreement, the County shall owe the Provider for actual Services rendere~ up through the date of termination and no further obligation or liability for payment of any amounts from the County to the Provider hereunder shall be due or owing. 4. Relationship of Parties. ' A. Independent Contractor,. Provider acknowledges, recognizes and defines itself as being an independent contractor of thq County and not an employee or agent of the County, and shall at no time hold itself out as an c~nployee, agent, partner, or joint venturer of or with the County. / B. Solicitation of Employees. Neither party shall solicit any person for employment or services or discuss with any person potential employment while such person is an employee on active status with the othei: party, without the express prior written permission of the employing party. Furthermore, neither party shall employ or contract for services with any former employee of the other party without the forme~ employer's prior express written permission, until a period of six (6) months has lapsed from s~tch former employee's last date of employment in active status. The County will use good faith efforts not to contract for services with active employees of the Provider assigned to the Codnty through another staffing entity. However, it is specifically understood that the County b. las no way of monitoring the employment activities of Provider's employees and is not responsible for such monitoring. It is agreed that the restrictions hereunder are reasonable and that they place minimal restraints as are necessary to protect the interests of both parties. Sherri-please check with Cqunty insurance experts and make sure this coverage is adequate. MP 5. Indemnification and InsUrance, A. Indemnification. The 12ounty and Provider shall each indemnify and hold harmless one another from and against any and all claims, liabilities, damages, fines, penalties, taxes, costs and expenses, including without limitation reasonable attorneys' fees and costs of settlement, which the other party may suffer, s(tstain or become subject to as a direct and sole result of any act or omission of the other party or{the other party's officers, employees or agents.. B. Insurance. Provider s~all procure and maintain insurance of not less than one million dollars ($1,000,000) per claim and three million dollars ($3,000,000) aggregate for professional liability, and shall maintain comprehensive general liability and such other insurance as shall be necessary to insure Provider .and Provider's employees against damages arising from execution of its the duties and obligations under this Agreement. In addition, the Provider shall procure and maintain Comprehensi*e General Liability insurance including personal Injury and contractual coverage eoverin~ operations and activities under this Agreement of not less than one million dollars ($1,000,000) i combined single limit per occurrence and three million dollars ($3,000,000) annual aggregate of bodily and personal Injury and fifty thousand dollars ($50,000) for each occurrence of Property Damage. All such policies shall provide that the County must be given at least ten (10) days prior written notice of cancellation of any such policy. The County 4