2010 013 Ordinance - Laserfiche WebLink

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c.- 3.2. Fund Operation: After the initial funding set forth above, OneCommunity, acting upon the approval and guidance of the Mayrield Village Economic ! Development Coordinator, will withdraw funds from the Fund, initial(y to cover that portion;';;:of customer installation costs unfunded by commercial entities joining the MVFN, and then thereafter for customer or Mayfield Village fees for services. Mayfield Village agrees to:;:reimburse the Fund for those customer installation costs at a term and rate to be agreed upoli by both Parties on a case-by- case basis as more fully set forth below. 3.3 Fund Reimbursement: The Mayfield Village method of Fund reitnbursement may come from a scheduled percentage of collected monthly recurring customer fees for services delivered, or through direct bulk payment. That determination will be made oo a case-by-case basis between OneCommunity and the Mayfield Village Economic Development Coordinator, as influenced from time-to-time by Fund balance and on-going MVFN sales and marketing considerations. Notwithstanding, any and atl terms and rates agreed to between the Parties shall address a possible default by the customer and a sharing of risk by the Parties under such circumstances. 4. General - 4.1. Limitation. Except as provided in sections 4.1 through 4.15 of this MOU, this MOU does not create any binding obligations on either Party. This MOU and an}r actions taken hereunder shall be subject to the Nondisclosure Agreement executed between the Farties, which shall survive the termination of this MOU. - 4.2 Termination. This MOU will terminate eighteen (18) months from the execution date, except that it shall automatically terminate upon the insolvency of either.:=:Party. Either Party may cancel this MOU on sixty (60) days written notice. Notwithstanding; in addition, this MOU may be automatically renewed by written agreement of either Party for Successive one (1) year periods upon at least a thirty (30) day written notice. Upon termination, in the event there are any future monies payable to the Fund, future payments shall be paid directly to Mayfield Village. 4.3 Publicitv. The Parties may jointly develop and distribute periodic press releases addressing activities and initiatives under this MOU. Neither Party will issue: a press release that addresses the activities of the Parties under this MOU, without the prior written consent of the other Party. 4.4 Relationship. Each Party agrees that it shall not imply that it is a( member or partner in a legal entity with the other party or that it has the authority to bind the other Party with respect to any matter whatsoever under this MOU, it being expressly understood=;and agreed by the Parties that neither shall have any authority to bind the other. 4.5 Ownership of Intellectual Propertv. Nothing contained in this :MOU shall be deemed to grant, either directly or by implication, estoppels or otherwise, any license under any patents, patent applications, copyrights or intellectual property rights. Under th'is MOU, neither of the Parties shall be obligated to indemnify or defend the other Partyfor infringement or alleged infringement by such other Party of intellectual property rights of a: third party. 4.6 Resaonsibilitv for Costs. Each Party will be responsible for all expenses incurred by it in the performance of the activities described in Section 3- Collaboratiorr from the effective date of this MOU. 4.7 Third Parties. Nothing in this MOU is intended or should be construed or interpreted to give any person or entity other than OneCommunity or Mayfield Vllage any legal, equitable right, remedy oCf]eGOY-3 tf't"11Lltllty Page 2 of 4 Revision 031210