Agenda Packets - 2001/05/07 - Laserfiche WebLink

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Staff Report: Internet-electronic Tee sheet 3/18/01 5 9.Data Practices Act Compliance. Data provided to Esultants or compiled by Esultants under this Agreement shall be administered in accordance with Minnesota Statutes, Chapter 13, and all data on individuals shall be maintained in accordance with statutory guidelines. 10.Hold Harmless; Indemnification. Esultants shall defend, indemnify and hold harmless the City, its elected officials, officers, employees, agents and representatives, from and against any and all claims, costs, losses, expenses, demands, actions or causes of action, including reasonable attorney’s fees and other costs and expenses of litigation which may arise out of this Agreement for services provided by Esultants hereunder. Nothing in this paragraph shall be deemed to be a waiver by the City of any limitations on or immunities from liability set forth in Minnesota Statutes, Chapter 466, or otherwise. Esultants shall indemnify, defend and hold City harmless from any claims, demands, liabilities or expenses, including reasonable attorney’s fees, directly resulting from any infringement or violation of any copyright with respect to the software utilized for the design, implementation and products of the website to be produced pursuant to this Agreement, as so awarded against the City by a court of competent jurisdiction, and provided City is not in breach of this Agreement. Following a decision by a court of competent jurisdiction that the design, implementation or products of the web site contemplated by this Agreement infringes on any third party’s copyright, Esultants shall, in its sole discretion. a. procure for City the right to continue to use the web site as contemplated by this Agreement; b. provide City with a non-infringing version of the designed web site with substantially similar functionality. 11.Termination. This Agreement shall continue in effect until its termination or renegotiation as provided herein. Either party hereto may otherwise terminate this Agreement by providing thirty (30) days written notice of its intent to so terminate to the other party. This Agreement may be renegotiated or otherwise amended at any time by mutual written agreement of the parties. 13.Work Products. All records, information, materials and other work products prepared and developed in connection with the provision of services hereunder shall become the exclusive and confidential property of City. Esultants shall make no such products available to any other individual or organization without prior approval of City. The City shall retain a sole ownership interest and right of transferability of the web site content, design and the domain name of www.thebridgesgolfcourse.com. 14.Entire Agreement. This Agreement, any attached exhibits and any addenda or amendments signed by the parties shall constitute the entire agreement between City and Esultants, and supersedes any other written or oral agreements between City and Esultants. This Agreement can only be modified in writing signed by City and Esultants. 15.Execution in Counterparts. This Agreement may be executed in counterparts by the parties hereto. 16.No Third Party Rights. Nothing in this Agreement shall be construed to create any right in any person or entity not a party hereto. 17.No Joint Venture or Partnership Created. This Agreement shall not be construed to create a joint venture or partnership between the parties hereto.