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Article 15 — Authorization and Entire Agreement <br />15.1 Each party represents and warrants that ithas the power and ability to enter into tNnAmmemont, to <br />grant the rights stated herein, and to perform the duties and obligations described herein, <br />15.2 This Agreement and the attached Exhibits A, B, C, and G constitute the entire Agreement between <br />Vermont Systems and the Customer. Exhibits D, E, and F do not app,ly to this Agreement, <br />15.3 lfany term or other provision ufthis Agreement is invalid, illegal or incapable of being enforced, then all <br />other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. <br />Article 16 — Miscellaneous Provisions <br />16.I Relationship, VSI shall at all times be an independent contractor ofCustomer, and no act or omission to <br />act bvVS shall inany way bind orobligate Customer, Noemployee ofVSIwill be, considered or <br />deemed tobeanemployee ofCustomer. This Agreement isstrictly for the benefit ofthe Parties and <br />not for any third party orperson. This Agreement was negotiated bvthe Parties atnrm'slength and <br />each of the parties hereto has reviewed the Agreement after the opportunity to consult with <br />independent legal counsel. Neither party shall maintain that the language inthe Agreement shall be <br />construed against any signatory hereto. Customer and VSIhereby renounce the existence ofany form <br />ofagency relationship, joint venture, orpartnership between VIJand Customer and agree that nothing <br />contained herein or in any document executed in connection herewith sboU be construed as creating <br />any such relationship between: Customer and VSI. <br />16.2 VSI hereby agrees todefend, indemnify, and hold' harmless Customer, its <br />officials, employees, and agents from any and all claims ofany nature which arise from the performance <br />by VSI under this Agreement and from all costs and attorney fees in connection therewith, excepting for <br />clairns arising out of the negligence of Customer, its officials, directors, employees, and agents, The <br />obligations ofVSI under this section shall survive the termination of this Agreement. <br />16.3 VSIshall comply with all applicable laws and <br />regulations in its hiring and employment practices and policies for any activity covered by this <br />Agreement, VSI shall comply with all federal, state, and municipal laws, regulations, and standards <br />applicable to its activities pursuant tothis Agreement including, but not limited to, the requirements <br />imposed bvInd. Code J2-9-l-l8(no m-dischmimatium), the provisions VfInd. Code 5-22-16.5 <br />(disqualification for dealings with the government of Iran), and the provisions of Ind. Code 22-5-1.7 <br />(requiring E-Verify for new employees and prohibiting employment of unauthorized aliens). Each ofthe <br />foregoing provisions is incorporated herein as if set forth in full, and VS1 certifies that it is in compliance <br />with, each such provision and shall remain in compliance through the term of this Agreement. <br />16.4 VSI agrees asacondition precedent tothe effectiveness ofthis Agreement, that <br />its authorized representative will' execute and submit tmCustomer and any other appropriate bodies mn <br />affidavit imthe form attached hereto as ExhibitG. <br />[Signature page follows.] <br />Te|:O77-883-8757 Page 6of9 <br />