Agmt04 Separation incentive SIP - Laserfiche WebLink

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Plan, or to determine or inquire whether contributions made to the Plan are in compliance with the Plan or applicable law. In addition, Phase II Systems shall not be liable for non- performance of Services if such non-performance is caused by or results ttom erroneous and/or late delivery of Data from the Agency. In the event that the Agency fails to provide Data in a complete, accurate and timely manner and pursuant to the specifications in Exhibit 1 C, Phase II Systems reserves the right, notwithstanding the further provisions of this Agreement, to terminate this Agreement upon no less than ninety (90) days written notice to the Agency. 6. Suspension of Contributions. In the event contributions are suspended, either temporarily or permanently, prior to the complete discharge of Phase II Systems' obligations under this Agreement, Phase II Systems reserves the right to bill the Agency for Services under this Agreement at the rates indicated in Phase II Systems' standard fee schedule in effect at the time the services are provided, subject to the terms established in Section 3 of this Agreement. Before any such services are performed, Phase II Systems will provide the Agency with written notice of the subject services, terms, and an estimate of the fees therefore. 7. Records. During the term of this Agreement, and for a period of five (5) years after termination of this Agreement, Phase II Systems shall provide duly authorized representatives of the Agency access to all records and material relating to calculation of Phase II Systems' fees under this Agreement. Such access shall include the right to inspect, audit and reproduce such records and material and to verify reports furnished in compliance with the provisions of this Agreement. All information so obtained shall be accorded confidential treatment as provided under applicable law. 8. Confidentiality. Without the Agency's consent, Phase II Systems shall not disclose any information relating to the Plan except to duly authorized officials of the Agency and to parties retained by Phase II Systems to perform specific services within this Agreement. The Agency shall not disclose any information relating to the Plan to individuals not employed by the Agency without the prior written consent of Phase II Systems, except as such disclosures may be required by applicable law. 9. Independent Contractor. Phase II Systems is and at all times hereunder shall be an independent contractor. As such, neither the Agency nor any of its officers, employees or agents shall have the power to control the conduct of Phase II Systems, its officers, employees or agents, except as specifically set forth and provided for herein. Phase II Systems shall pay all wages, salaries and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, such as social security, income tax withholding, unemployment compensation, workers' compensation and similar matters. 10. Indemnification. Phase II Systems and Agency hereby indemnify each other and hold the other harmless, including their respective officers, directors, employees, agents and attorneys, from any claim, loss, demand, liability, or expense, including reasonable attorneys' fees and costs, incurred by the other as a consequence of Phase II Systems' or Agency's, as the case may be, acts, errors, or omissions with respect to the performance of their respective duties hereunder. Page 2 ro' .--. -,..