2012 010 Ordinance - Laserfiche WebLink

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Historically, such compensation has been computed based upon a variety of factors and variables, including but not limited to the loss history of Mayfield Village's coverages, the volume of total coverages placed by CHAPMAN AND CHAPMAN with the insurer, the period of time over which the coverages were placed with the insurer, and other considerations. In any event, the Mayfield Village is invited to obtain as much detail as it wishes from CHAPMAN AND CHAPMAN on the computation of the particularcontingent compensation applicable to its placement. 12. CHANGES TO BE IN WRITING This Letter Agreement may be amended only by a written agreement executed by both CHAPMAN AND CHAPMAN and Mayfield Village. 13. WAIVERS The failure of CHAPMAN AND CHAPMAN or Mayfield Village to insist on strict compliance with this Letter Agreement, or to exercise any right{s) hereunder shall not be construed as a waiver of any of the rights or privileges contained herein. 14. ENTIRE LETTER AGREEMENT This letter Agreement contains the entire understanding of the parties with respect to its subject matter. This Letter Agreement supersedes all prior agreements, arrangements and understandings between the parties, whether oral or written, with respect to its subject matter. 15. RECORD RETENTION CHAPMAN AND CHAPMAN will retain its records of all matters relating to this Letter Agreement in accordance with CHAPMAN AND CHAPMAN's record retention policy, (a copy of which will be made available to Mayfield Village upon request), and all applicable laws and regulations. 16.OWNERSHIP OF WORK. PRODUCT. TRADE SECRETS AND TRADEMARKS CHAPMAN AND CHAPMAN and Mayfield Village shall each retain individual ownership of all materials, ideas, concepts, inventions, discoveries, plans, product names, proprietary information, patents, copyrights, documents, data, programs, training materials, slogans, artwork, research data and results and marketing designs that each provides to this consulting effort (the "Existing Materials"). Atl Existing Materials shall be subject to the terms and conditions of the confidentiality provisions contained herein. Any and all ideas, concepts, inventions, discoveries, plans, product names, proprietary information, patents, copyrights, documents, data, programs, training materials, slogans, artwork, research data and results and marketing designs {the "Work Product") conceived or developed by of between CHAPMAN AND CHAPMAN or Mayfield Village hereunder, to the extent that such Work Product is distinct from the individually owned Existing Materials, shall become the sale and exclusive property of Mayfield Village. Mayfield Village agrees to hereby grant CHAPMAN AND CHAPMAN an unlimited non-exclusive license to use the Work Product, which license shall include use among CHAPMAN AND CHAPMAN's affiliates.