4.2. ERMUSR 06-14-2016 - Laserfiche WebLink

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PROFESSIONAL SERVICES AGREEMENT 9. Limitation of Liability: No employee or contractor of Consultant shall have individual liability to Client. To the extent permitted by law, the total liability of Consultant to Client for any and all claims arising out of this Agreement, whether caused by negligence, errors, omissions, strict liability, breach of contract or contribution, or indemnity claims based on third party claims, shall not exceed the specified insurance limits. 10.Consequential Damages: In no event and under no circumstances shall Consultant be liable to Client for any interest, loss of anticipated revenues, earnings, profits, increased expense of operations, loss by reason of shutdown or non-operation due to late completion, or for any consequential, indirect or special damages. 11.Termination: Either partymayterminate this Agreement upon thirty (30) days written notice to the other party. Client shall pay Consultant for all services rendered to the date of termination plus reasonable expenses for winding down the services. If either party defaults in its obligations under this Agreement (including Client's obligation to make payments hereunder), the non- defaulting party may suspend performance under this Agreement, after giving seven (7) days written notice of its intention to suspend performance under this Agreement and if cure of the default is not commenced and diligently continued. 12.Reuse of Work Products: All documents, analyses and other data prepared by Consultant under this Agreement ("Work Products") are instruments of service and are and shall remain the property of Consultant. Client shall have the right to make and retain copies and use all Work Products; provided, however, the use shall be limited to the intended use for which the services and Work Products are provided under this Agreement. Consultant may, at its sole discretion, copyright any of the Work Products; provided that copyrighting will not restrict Client's right to retain or make copies of the Work Products for its information, reference and use on the project or services under this Agreement. Client may not reproduce or distribute Work Products, in whole or in part, in any form to any other person or organization without first obtaining the written permission of Consultant. The Work Products shall not be changed or used for purposes other than those set forth in this Agreement without the prior written approval of Consultant. If Client releases the Work Products to a third party without Consultant's prior written consent, or changes or uses the Work Products other than as intended hereunder, Client does so at its sole risk and discretion and Consultant shall not be liable for any claims or damages resulting from or connected with the release or any third party's use of the Work Products. 13.Information Provided by Client: Client shall provide to Consultant in a timely manner any information Consultant indicates is needed to perform the services hereunder. Consultant may rely on the accuracy of information provided by Client and its representatives. 14.Confidentiality: With respect to this Agreement, Consultant shall be considered to be Client's representative for purposes of receipt of information under any confidentiality agreements between Client and third parties concerning issues within the scope of this Agreement. Client shall provide Consultant with copies of any such confidentiality agreements. Consultant shall comply with the restrictions in such confidentiality agreements and, if requested by Client, shall return all copies of any information deemed to be confidential under such agreements. 15.Opinions of Cost: Consultant does not control the cost of labor, materials,equipment or services furnished by others, nor does it control pricing factors used by others to accommodate inflation, competitive bidding or market conditions. Consultant estimates of contract services costs, operation expenses or construction costs represent its best judgment as an experienced and qualified professional and are not a guarantee of cost. 3 80