5A(1) Consulting Agreement - Laserfiche WebLink

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SECTION 4. Compensation. A. Fees for Services. As compensation for services performed pursuant to this agreement, the Commission agrees to pay the Provider a not to exceed fee of Seventy One Thousand Dollars ($71,000.00) to be earned at a rate not to exceed One Hundred Twenty-five Dollars ($125.00) per hour for services rendered, and in addition, Commission shall provide office space at Innovation Park located adjacent to the University of Notre Dame on Edison Boulevard at a rate not to exceed Seven Hundred Fifty Dollars ($750.00) per month ($9,000.00 per contract year) and will reimburse the Provider a maximum of Fifteen Thousand Dollars ($15,000.00) for expenses incurred in furtherance of the Requested Services. The Provider shall not contract with independent consultants or subcontractors on behalf of the Commission under the terms of this Agreement. No independent consultant fees or subcontractor fees shall be reimbursable as an expense herein. B. Invoices. The Provider shall submit an invoice for progress payments to the Commission for services performed under this Agreement, which invoice shall identify the Project, the task, and a description of the services completed. Invoices shall be submitted within five (5) days of the preceding month for which services were rendered. For example, the invoice seeking payment for services rendered in January, 2011 shall be submitted no later than February 5, 2011. In no event shall invoices exceed the sum of Ten Thousand Dollars ($10,000.00) per month. In the event of termination of this Agreement as provided in SECTION 6, all non-disputed sums owing and due the Provider for services rendered shall be paid within fifteen (15) days of receipt of any invoice. C. Ownership mzd Custody of Documents and Materials. All documents, records, programs, data, film, tape, articles, memoranda, and other materials not developed or licensed by the Provider prior to execution of this Agreement or any predecessor agreement, but specifically developed under this Agreement shall be considered "work for hire" and the Provider transfers any ownership claim to the Commission and all such materials will be the property of the Commission. Use of these materials, other than related to contract performance by the Provider, without the prior written consent of the Commission, is specifically prohibited under the terms of this Agreement. During the perforn~ance of this Agreement, the Provider shall be responsible for any loss of or damage to these materials developed for or supplied by the Commission and used to develop or assist in the services provided while the materials are in the possession of the Provider. Any loss or damage thereto shall be restored at the Provider's expense. The Provider shall provide the Commission full, immediate, and unrestricted access to the work product during the term of the Agreement. Upon tern~ination of this Agreement for any reason, all data, electronic files, documents, procedures, reports, estimates, summaries other work papers, financial statements and any other supporting documents, whether completed or in process, accumulated by the Provider or prepared or provided by Commission or the Provider 6