2025-11-13 WS & CC Packet - Laserfiche WebLink

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133 resolved through negotiation or mediation, Client shall pay all costs of collection, including, but not limited vq."OIVҀu"ngicn"hggu"cpf"equvu"ujqwnf"OIVrtgxckn0 11.CONFIDENTIALITY.Each partyshall maintain in confidence and protect from unauthorized disclosure allinformation exchanged between the Partiesthat isreasonably understood under the circumstances to be confidential,whether disclosed orally,in writingor marked as confidential *҃Eqphkfgpvkcn"Kphqtocvkqp҄+0" The receiving party shall make all reasonable efforts to protect Confidential Information from disclosure to unauthorized third parties. Confidential Information may be disclosed tothird parties with a need-to- know under the circumstances and who are bound by confidentiality obligations no less restrictive than those herein. Neither party shall use such Confidential Information except in performance of the Services. OIVoc{."jqygxgt."fkuenqug"EnkgpvҀu"pcog"cpf"vjg"igpgtcn"pcvwtg"qh"OIVҀu"yqtm"hqt"Enkgpv"ucngu proposals. The above obligations of confidentiality shall not apply to the extent thatthereceiving partycan show that the relevant information(a) was at the time of tgegkrv"cntgcf{"kpvjg"tgegkxkpi"rctv{Ҁurquuguukqp="*d+" is, or becomes in the future, public knowledge through no fault or omission ofthe receiving party; (c) was received from a third-party having the right to disclose; or (d) is required to be disclosed by law. 12.FORCE MAJEURE.Neither party shall be liable or considered at fault for any delay (except for payment) resulting from circumstances beyond the pctv{Ҁu"tgcuqpcdng"eqpvtqn."kpenwfkpi"dwv"pqv"nkokvgf" to fire, flood, earthquake, elements of nature, epidemics, global pandemics, quarantines, acts of God, acts qh"yct."ncdqt"fkurwvgu."cpf"uwrrn{"ejckp"fkutwrvkqpu"*҃Gzewucdng"Fgnc{u҄+0"Vjg"fgnc{gf"rctv{"ujcnn"pqvkh{" the other party in writing upon the discovery of any significant Excusable Delay. During an Excusable Delay, the delayed party shall use reasonable efforts to mitigate costs and damages and to resume performance under this Agreement. Vjg"Rctvkgu"tgeqipk|g"vjcv"OIVҀu"cdknkv{"vq"vkogn{"rgthqto"wpfgt"c"UQY"ku"eqpvkpigpv"wrqp"EnkgpvҀu"vkogn{" provision of any agreed-upon data, personnel access, or"qvjgt"tgswktgogpvu0"Kh"EnkgpvҀu"hcknwtg"vq"rtqxkfg" to such data, access or other requirements causes siipkhkecpv"fgnc{u"vq"OIVҀu"rtqitguukqp"qh"Ugtxkegu." and MGTincurs lossesor damagesas a result, then the Parties shall negotiate and execute a SOW amendment for an equitable adjustment to the schedule and foradditionalcosts. MGTshall provide all substantiating documentation of costs reasonably requested by Client in consideration for any equitable adjustment. Excusable Delays shall not give rise to an equitable adjustment. 13.FEES AND PAYMENT.Unless otherwise set forth in a SOW, all correct invoices submitted by MGT to Client shall be due and payable upon receipt. If Client disputes an invoice or portion thereof in good faith, then Client shall pay any undisputed portion and provide MGTwith written notice of the dispute, in reasonable detail, and the Parties shall promptly meet to resolve such dispute. MGTreserves the right to impose an interest charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum allowable by law in respect of any invoice which is outstanding for more than thirty (30) days. MGTmay stop work after sixty (60)days of ClientҀu"pqp/rc{ogpv"qh"wpfkuruted invoiced amounts. 14.MODIFICATION. This Agreementand any SOWshall only be modifiedby written amendment signed by the Parties. All signed amendmentsshall be deemed incorporated into this Agreement by reference. 15.INDEPENDENT CONTRACTOR. It is expressly understood that at all times, while rendering the Services, MGTis acting as an independent contractor and not as an officer, agent, or employee of the Client. MGTshall not be required to keep specific work hours(except in the case of specific hours required under employee leasing contracts), equipment, or a specific office, and shall use independent means and methods for performing the Services.For all purposes, including Medicare, Social Security vczgu."vjg"Hgfgtcn"Wpgornq{ogpv"Cev"*҃HWVC҄+."kpeqog"vcz"ykvjjqnfkpi."yqtmgtҀu"eqorgpucvkqp.cpf" Γ MGT.us