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t"; <br />ll� � �� rrt�roraau Ord rd�vni <br />Ivy. Bold Ideas, Greater Good, <br />MI' .IIII0N 1 C("1)IIVIP NSA 1i(114, IUwXI) '111SiI:,S, III3'Xlhifl I i'Y°"II i?illl14 E IF1III': <br />(a) In consideration of the services rendered by the Consultant under this Agreement, the <br />Sponsor shall pay the Consultant an amount not to exceed One Hundred and Twelve Thousand <br />Dollars ($112,000) (the "Contract Amount"), as further specified in Exhibit A. Notwithstanding the <br />foregoing sentence, the Sponsor will not be required to pay any portion or installment of the <br />Contract Amount if the Sponsor is not satisfied with the Consultant's performance under this <br />Agreement or any default or breach of this Agreement by the Consultant exists, as the Sponsor may <br />determine in its sole discretion. <br />(b) Payment Terms. Invoices shall be presented as set forth in Exhibit A, and payments are due <br />within 30 days. <br />(c) Sponsor hereby agrees to reimburse the Consultant for reasonable business expenses <br />incurred by Consultant in performing its work under this Agreement, provided that the Sponsor will <br />not reimburse the Consultant for any expenses unless said expenses were approved in writing by the <br />Sponsor (or its representative) before being incurred by the Consultant. <br />(d) Benefits. Other than the compensation specified in Sections 3(a), Consultant shall not be <br />entitled to any direct or indirect compensation for services performed hereunder. <br />.III II04 A COIIVi II )E Il i III I AL II1NFOl'iOAII""'it"�1111A <br />(a) "Confidential Information" means: <br />(1) any information given to enFocus by Sponsor and clearly marked, in writing as <br />confidential; and <br />(2) any information given to enFocus by Sponsor orally that, at the time given, is stated <br />to be confidential, and such statement of confidentiality is reduced to writing within thirty (30) days. <br />(b) enFocus agrees to keep Confidential Information confidential for a period of five (5) years <br />from date given to enFocus, not to give in any form, to a third party, and to only give to enFocus <br />employees who have a need to know. <br />(c) The confidentiality, as stated in SECTION 4 (b), will not apply to information which: <br />(1) is at the time of receipt public knowledge, or after receipt becomes public knowledge <br />through no act of omission on the part of enFocus; <br />(2) was known to enFocus, as shown by written records, prior to disclosure by Sponsor; <br />(3) is received by enFocus from a third party who did not obtain the information from <br />Sponsor; or <br />(4) is required by law to be disclosed. <br />Consultant hereby acknowledges and agrees that all property, including, all books, manuals, records, <br />reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, that is <br />0DnNl`lDEP, V W..d.,y.Y iNOI`KE' This document and its contents are confidential. If you have received this document in error, please <br />destroy immediately. <br />