4.8 SR 03-21-2022 - Laserfiche WebLink

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without liability, suspend performance of the Services on the portion of the project affected thereby until Client: (i) retains appropriate specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (ii) warrants that the Site is in full compliance with applicable Laws and Regulations. 4. CONFIDENTIALITY. Each party acknowledges that in connection with this Agreement it may receive confidential or proprietary information of the other party. Each party shall hold such confidential or proprietary information in strict confidence and shall not disclose it to any third party other than as expressly authorized by the disclosing party or as required to perform its obligations under this Agreement. Information in the public domain through no fault of the receiving party shall not be considered confidential for purposes of this Agreement. The parties expressly acknowledge and agree that Blondo Consulting may disclose and otherwise promote the fact of Blondo Consulting's relationship with the Client and information about the nature of the Services performed under this Agreement. 5. NON-SOLICITATION. During the term of this Agreement and for a period of one ( I) years thereafter, Client shall not hire or otherwise solicit the services of any subcontractor of Blondo Consulting, without Blondo Consulting's express prior written consent. In the event that Client wishes to engage the services of such subcontractor while this restrictive covenant is in effect, Client may do so by contacting Blondo Consulting and negotiating a buyout of the subcontractor's services from Blondo Consulting. 6. INTELLECTUAL PROPERTY. Materials that contain the Client's data that Blondo Consulting has obtained or generated as part of the Services shall be the Client's exclusive property. Proprietary processes and constructs developed or created by Blondo Consulting in connection with the Services, including design documents prepared for the Client or furnished to the Client by Blondo Consulting, shall be Blondo Consulting's exclusive property. Blondo Consulting hereby grants the Client an unlimited and perpetual license to use such proprietary processes and constructs. 7. REPRESENTATIONS AND WARRANTIES. Blondo Consulting shall use the standard of care and skill ordinarily used by members of the professional archaeological and related services industry practicing under similar circumstances at the same time and in the same locality as the Services subject to this Agreement. Other than as expressly represented in this Agreement, Blondo Consulting makes no warranties and explicitly disclaims warranties of any kind, whether express or implied, under this Agreement or otherwise, in connection with the Services. Client grants to Blondo Consulting, and, if the project site is not owned by Client, warrants that permission has been granted for, a right of entry from time to time by Blondo Consulting, its employees, agents and subcontractors, upon the project sitefor the purpose of providing the Services. 8. LIABILITY. Blondo Consulting is not liable for any cost, damage, expense, or loss of Client or any other person or entity arising or resulting, directly or indirectly, from the failure of Blondo Consulting to perform any of the Services described hereunder or the misperformance of any such Services, except to the extent such failure to perform or such misperformance is the result of Blondo Consulting's willful misconduct or gross negligence, in which event Blondo Consulting's liability shall not exceed its fee for such Services hereunder for the period in question. 9. INDEMNIFICATION. Each party agrees to indemnify and hold harmless the other party from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the indemnifying party's responsibilities, obligations,