Resolution 2014-70 - Laserfiche WebLink

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and agrees that if` any government agency or court of' law claims that the Independent Contractor is an employee, s /he agrees to waive coverage under these plans. This waiver is applicable to all non - salary, benefits which might otherwise be found to accrue to the Independetlt Contractor by virtue of hiOicr agreement with the Corripany. This waiver is effective independently of the Independent Contractor's employment status as adjudicated Ibr taxation purposes or 1Ior any other purpose. NON- DISCLOSURE AND NON- COMPETE Re- presentation and Warranties The Independent Contractor represents and warrants that his/her relationship with the Company will not cause or require that s /he breach any obligation to the agreement of or confidence related to any contidcntial, trade secret and/or proprietary information of any other person, company or entity. Fu11111 IlOre, the Independent Contractor acknowledges that a condition of the relationship is s/he has not brought and will not bring or use in the perl'onnance ofd his or her duties at the premises of the Company any proprietary or contidcntial InformatnoIl, whether or not in Vl'rrtnlg, of' a fonrier contracted company WIthOUt that company's written pernlission or authorization. The breach of this condition shall result it automatic termiIation of the relationship as of the time of the occurring breach. Except as otherwise noted on the back of the signatrlrc page hereof, there are no inventions heretofore made or conceived by the Independent Contractor that the Independent Contractor deems to be excluded from the scope of' this Agreement and Independent Contractor hereby releases the Company from any and all claims by the Independent Contractor by reason of' ally use by Company front any invention heretofore made or conceived by the Independent Contractor. Noir- Partnersh!) or Orvnerftr Clituse Neither the Independent Contractor nor any ol'hisi "her representatives, agents or principals shall become or be considered an owner, partner, .joint venture with or agent oi'the Company or any of its subsidiaries, affiliates or related companies or businesses by reason of this .Agreement or their relationship with the Company unless otherwise declared or stipulated in a separate written agreement that has be signed and dated by all parties. Neither the Company, Independent Contractor nor any representative, agent, principal, officer or anyone who may be retained by the Independent Contractor shall have any authority to bind the other in any respect unless otherwise set forth in a separate written agreement which has been signed and dated by all parties. USAGE OF COMPANY TRADEMARK OR LOGO Any and all allowable use by the Independent Contractor of Company Trademarks and/or Logo shall inure to the Company's benefit, under the Company's control, and may be terminated by the Company at will without 11oticc and for any reason. The Independent Contractor agIrees that s/11e shall not challenge, directly or indirectly.. tine validity of the Company's Trademark or Logo or the Company's ownership of'said Trademark and /or Logo. The Independent Contractor shall not make use of die Company Trademark and /or Logo on any inter net website and, furtherniore, shall not register or use any domain names, meta tags, search engine keywords, hidden texts or URLs that may include any of the Company Trademark and /or Logo Without first obtaining the Company's prior written approval. RETURN OF COMPANY PROPERTY Upon the termination of this Agreement, or as per the request of either party, each party shall promptly and immediately deliver to the other party any and all property in its possession or under its care and control belonging to the other party, including but not limited to, proprietary information, customer names and lists, trade secrets, intellectual property, computers, equipment, pass keys, company identification, tools, documents, plans, recordings, software, and all related records and /or accounting/financial information. EXPENSES Both the Independent Contractor and the Company agree to maintain separate financial accounts with regards to all expenses related to performing the Scope of Work. The Independent Contractor agrees to execute and