AG 1999 03 15 - Laserfiche WebLink

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02/22/99 11:62 F~X 17044249805 ~{~ANg C]~TTLOL'~'~ ~019/021 6o 10. Keane shall send w~ekly invoices to the Client for services rendered, and the Client shall pay Keane on receipt of such invoice, but in no event later than 30 days after such receipt. Commencing on the thirtieth day following the Client'5 receipt of an invoice from Keens, the Client shall be liable for a monthly rate of interest of not more than 1~,'~% on any unpaid amounts, which interest shall be in addition to such fees due and owing to Keens. Control and E, upervision -- W[th regard to Client tasks for which Keens has primary project responsibility. Keane shall t~e responsible for the control and supervision of its personnel. With regard to Client tasks in which the Client has primary project responsibility and Keane personnel assist the Client, the Client shall have project responsibility eno snail be responsible for the supervision, management and control of Keane personnel. For such tasks, the Client shall be responsible for the technical direction of Keane laersonnel and the overall quality and end result of such tasks. Confidentiality -- The Client shall list on the Confidentiality Section of the applicable Keens Work Assignment in accordance with the provisions therein alt confidential financial, statistical, personnel and technical data relating to the Client's business That mu~t be submitted to Keens by the Olient in order for Keens to carry out its work under this Agreement. Keens will instruct its personnel to keep such information confidential, using the same care and discretion with regard to the identical technical data as they use with simila~ data which Keens designates as ~-onfidential. However, Keens shall not be required to keep confidential any det~ which is or becomes publicly availat31e, is already in Keane's possession, is independently developed by Keens OUtside the scope o1 this Agreement or is rightfully obtained from third parties. In addition, Keane shall not be required to keep confidentlaJ any' idea& concepts, know-how, or techniClUe~, relating to data 13recessing submitted to Keane or cleveloped durino the course of this Agreement by Keane personnel or jointly by Keane and Client personnel. Rights in Dat~ -- All ~ervices rendered by Keens under this Agreement and the products or proceeds of such services, including but not limited to written materials manifested in programs, documentation, design, card decks, disks, and tapes ~all belong to Client. Tl~is Agraement srlatl not preclu~3e Keane from providing services to others which may result i.n ~omputer programs. and documentation which are competitive, whether or not such computer programs and documentation 'are similar to computer programs and documentation which might be developed by Keens pursuant to this Agreement Pemonnel -- The Client hereby acknowledges that Keane personnel working on projects under this Agreement may perform similar services from time to time for others, and that this Agreement shall not prevent Keens from performing such similar ser~ces or restrict Keens from So assigning the personnel provided to the C{ient under this Agreement. Keens will make every effort consistent with sound business practice~ to honor the specie requests of the Client with regard to the a~_~ignment of its employees; however, Keens reserves the sole right to determine the asa~gnr~ent of it~ employees. Nor~olicitation -- The parties agree that, unless otherwise agreed to by the parties in writing, during the term of the Work Assignment and for a period of one (1) year after termination of the Work Assignment. neither party shall directly or indirectly solicit, hire or otherwise retain as an employee or independent u---ontractor a staff member of the other party or a former staff member that is or was involved with or part of the Work Assignment. The parties agree that, In Tr~e event o! any violation of this provision, the damages to bc paid by the defaulting party Shall be fifty percent (50°/o) of the individual's annual salary or $15,000.00, whichever is 9rearer. Mo~llllcaUon of Sm'vices -- If the Client wishe,~ to change the services covered by a Work Assignment or '.~ehe~ to obtain additional services not listed in a Work Assi0nment, Client through its authorized Client Coordinator, shall so advise Keane in writing, and Keane may perform such services at its discretion. If Keane performs the servi=es in respon~ to the Client's written request, the Client egress that K~ane may expend whatever time Keens deems reasonable and necessary to perform the services and that the charges for such services ancl other terms and conditions of performance shall be governed by this Agreement. Canoellafion of Services -- Keane or the Client may at any time terminate the performance of any Work Assignment upon thirty (30) days prior written notice, stating its intention to terminate end specifying the Work A.~signment TO be terminated and the date upon which such termination shall be effective The Client shall pay for all services rendered by Keens up to the effective date of termination within fifteen (15) days following the effective date of termination of such services.