05-G MMI Contract - PD - Laserfiche WebLink

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to PPD per occurrence and will be counted as consulting time. C. NIlVII shall invoice PPD Yearly, in advance, for Base Yearly Support charges. PPD agrees to pay all invoices which are due under the terms of this Agreement within 30 days of receipt thereof. It is understood that the City of Paris Police Department is a tax exempt entity and no taxes will be charged on services or purchases made for the City of Paris. ARTICLE VI INDEPENDENT CONTRACTOR 6.1 It is understood and agreed that NMI in satisfying the conditions of this Agreement is acting independently and that PPD assumes no responsibility or liability to any third party in connection with this Agreement. All services to be performed by NMI under this Agreement shall be in its capacity as independent contractor and not as an agent or employee of PPD. NMI shall supervise the performance of these services and shall be entitled to control the manner in which the services are to be performed, subject to compliance with this Agreement. NMI and its employees or agents shall not be entitled to any PPD benefits, such as vacation, sick leave, paid holidays, and Texas Municipal Retirement participation. Such benefits are only available to PPD employees. ARTICLE VII CONFIDENTIAL INFORMATION 7.1 NMI and PPD expressly agree that all information communicated to NMI with respect to this Agreement and with respect to the services provided by NMI pursuant to this Agreement, including, without limitation, any source codes obtained by NMI by reason of its association with PPD, is confidentiaL NMI further agrees that all information, conclusions, reports, designs, plans, project evaluations, data, advice, business plans, and/or other documents available to NMI pursuant to this Agreement are confidential and proprietary property of PPD . Except as otherwise provided by law, NMI and PPD agree not to disclose proprietary and confidential information, and that such information shall be used only in performance of this Agreement. If such information is available by law, already in the disclosing party's possession or knowledge, or is thereafter rightfully obtained by the disclosing party from sources other than the other party, then there shall be no restriction in this disclosure. ARTICLE VIII TERMINATION OF CONTRACT 8.1 This Agreement may be terminated by either party by providing the other party at least fifteen (15) calendar days prior written notice of termination. NMI will refund PPD within 30 days of the termination date according to the following formula: (Unused Hours * Pre-Paid Hourly Rate) -(Hours Used *($125 - Discounted Retainer Hourly Rate)) Page 5 of 9