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<br />Section 7. Confidentiality; Cybersecurity. The Provider acknowledges that
<br />information which the City regards as confidential or proprietary in nature (the “Information”),
<br />may come to the knowledge of the Provider during the Provider’s performance of services. The
<br />Provider shall treat the Information as strictly confidential and agrees that the Provider will not, at
<br />any time or in any manner, either directly or indirectly, (i) use, or allowed to be used, any
<br />Information for the Provider’s own benefit or the benefit of any director, official, employee, or
<br />agent or any third party, or (ii) divulge, disclose, or communicate in any manner any Information
<br />to any third party without the written consent of the City. The Provider shall be responsible for
<br />maintaining the confidentiality of any Information in its possession, including taking appropriate
<br />measures to secure said Information against such uses and dissemination and to inform any person
<br />to which he allows to access such information of its confidentiality. Notwithstanding anything to
<br />the contrary contained in this Agreement, the Parties will adhere to their respective obligations
<br />under the Indiana Access to Public Records Act, and nothing herein will be construed to relieve
<br />either Party of such obligations. The confidentiality provisions of this Agreement remain in full
<br />force and effect after, and survive the termination of, the Term of this Agreement.
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<br />Section 8. Indemnification; Responsibility for Own Acts. The Provider shall be
<br />responsible for its own acts and omissions and hereby agrees to defend, indemnify, and hold
<br />harmless the City, its officials, members, employees, and agents from any and all claims of any
<br />nature which arise from negligent acts or willful misconduct by the Provider in providing the
<br />Services under this Agreement and from all costs and attorney fees in connection therewith,
<br />excepting for claims pertaining to this Agreement that arise out of the negligence or intentional
<br />acts of the City, its officials, members, employees, and agents. The indemnification obligations
<br />of the Parties under this Section shall survive the termination of this Agreement. Furthermore, the
<br />Provider shall, at its expense, conduct criminal background checks with respect to any of its
<br />employees, agents, volunteers, interns, or subcontractors of Provider, prior to entrusting such
<br />persons to perform work in connection with the Services. Such checks shall include convictions
<br />involving any violent crimes, sex crimes, or crimes of dishonesty. Unless the City provides prior
<br />written consent, Provider shall refrain entirely from entrusting persons with materially adverse
<br />criminal records to perform work in connection with the Services.
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<br />Section 9. Funding Cancellation and Payments. In accordance with I.C. 6-1.1-18-4,
<br />payments by the City are subject to annual appropriation by its fiscal body. If the City makes a
<br />written determination that funds are not appropriated or otherwise available to support continued
<br />performance of this Agreement, this Agreement shall be cancelled. A determination by the City
<br />that funds are not appropriated or otherwise available to support continuation of the performance
<br />shall be final and conclusive.
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<br />Section 10. Termination. This Agreement may be terminated by either Party at any
<br />time, in whole or in part, if a Party determines that such termination is in its best interest.
<br />Termination shall be affected by delivery to the Provider, or the City, as the case may be, of written
<br />notice at least thirty (30) days prior to the termination effective date, specifying the extent to which
<br />performance of services will or must cease. The Provider shall be compensated for satisfactory
<br />performance prior to the notice date of termination but in no case shall total payment made to
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