2004-023 Ordinance - Laserfiche WebLink

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City of North Olmsted, N't'/ xxx xxxx 14 E. WORK PRODUCT; OWNERSHIP OF DATA All documents and other work product prepared by VENDOR under this Agreement shall be the property, of the CITY with the exception of VENDOR proprietary materials. VENDOR shall be authorized to use all reports, data, or other material prepared by it for the CITY under this Agreement, but shall not disclose, nor permit disclosure of, any information designated by the CITY as confidential, except to its employees and other. consultants who need such information in order to properly provide the services under this Agreement. VENDOR shall not sell or barter or other wise give or distribute any documents or work product under this Agreement without the expressed written consent of the CITY. Data collected on tape or hard copy form supplied by the CITY to be utilized by VENDOR in the computer system data base contemplated herein will remain the property of the CITY, and no use will be made thereof beyond that listed in the Agreement without written permission of the CITY. F. INDEPENDENT CONTRACTOR/VENDOR The relationship of VENDOR to the CITY shall be that of an independent contractor, and no principal/agent or employer/employee relationship will be created by this Agreement. VENDOR is an independent VENDOR and shall have no authority, express or implied, to act for or bind the CITY by virtue of anything contained in this contract. Nothing contained within the contract shall be deemed or construed by the CITY or the VENDOR or by any third party to create the relationship of a partnership or a joint venture. VENDOR agrees that it, its agents, servants, employees and subcontractors, are and at all times shall be deemed to be independent contractors, and shall not, in any manner whatsoever, by their actions or deeds commit CITY to any obligation irrespective of the nature thereof, and shall not at any time or for any purpose be deemed employees of CITY. G. GOVERNING LAW The Agreement shall be governed by the laws of the State of Ohio. At the CITY's sole and exclusive option, any dispute arising between the parties may be submitted to arbitration. All disputes arising between the parties resulting in the filing of litigation shall be brought only in the state courts of the State of Ohio having jurisdiction within Cuyahoga County, Ohio. H. SEVERABILITY In the event that any term or clause of this Agreement is held to be invalid a s contravening any law or governmental regulation, then such term or clause shall remain in effect only to the extent permitted by such law or regulation, but the remaining provisions of the Agreement shall continue in full force and effect. Prepared by Barry Strock Consulting Associates, Inc. O 2004