Professional Services Agreement - Auriel Information Systems Inc - Services to South Bend Plan Commission for IT Related Software

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performance of the Services rather than an employee of the City, and no act or omission to act by the Provider shall in any way bind or obligate the City. This Agreement is strictly for the benefit of the Parties and not for any third -party or person. This Agreement was negotiated by the Parties at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Provider hereby renounce the existence of any form of agency relationship, joint venture, or partnership between the Provider and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City and the Provider. 7. IndemnificationofCity. The Provider hereby agrees to defend, indemnify, and hold harmless the City, its officials, employees, and agents from any and all claims of any nature which arise from the performance by the Provider under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims arising solely out of the negligence of the City, its officials, directors, employees, and agents. The obligations of the Provider under this Section shall survive the termination of this Agreement. 8. Copyri h� is Ownership. The Provider retains all copyrights for all software applications developed by the Provider's programmers and the Provider regards the logical coding of data tables, reporting and processing procedures, and menus and form design, the intellectual property of the Provider and the Provider's programmers. The City shall honor the copyrights of the Provider's applications, as well as the copyrights of all other system software used by the Provider in its comprehensive system. The City shall not share copyrighted material with any person or company without express written approval from the Provider's officers and copyright holders. The Parties agree that all data provided by the City to the Provider for performance of the Services is solely owned by the City and will be exported to variable length files by the Provider at the City's request. 9. Limitation of Liability. Notwithstanding anything to the contrary and to the fullest extent permitted by law, the City agrees that the total liability of the Provider in connection with this Agreement, whether in contract, tort, negligence, breach or otherwise, shall not exceed the Contract Amount. 10. Lice. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered, whether or not actually received, when deposited in the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the City or the Provider, as the case may be, at the address set forth below. Provider: Auriel Information Systems, Inc. 115 N. Williams St., Suite P. South Bend, IN 46601 Attn: David Fazio itv: C ................... Innovation and Technology Department City of South Bend 227 W. Jefferson Blvd. South Bend, IN 46601 Dan O'Connor, Chief Technology Officer (the "Contract 2