Contracts & Agreements_9-2021 - Laserfiche WebLink

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this Agreement; (ii) approved subcontractors shall be Contractor's sole responsibility; and (iii) Contractor shall be solely responsible for the approved subcontractors' compensation and for compliance with all applicable legal and tax requirements. Taxes: If Contractor, or Contractor's organization, is not incorporated, the Ecology Center will inform Contractor of the total amount of payments made to Contractor on a calendar year basis during January of the following year and report such payments as required by law. Contractor shall be responsible for complying with all applicable national and local employment, income and other tax laws. 6. Indemnification: Contractor agrees to protect, indemnify, defend and hold harmless the Ecology Center and its directors, officers, employees and agents from and against any and all claims, demands, actions, judgments, fines, penalties, liabilities, losses, settlements, taxes, damages, injuries, costs or expenses (including, without limitation, attorneys' fees and all other fees and costs incurred in investigating or defending any claim or action), either directly or indirectly, which may be asserted against any of the foregoing persons by Contractor, Contractor's employees, agents or subcontractors, or third parties, in any manner related to, arising out of or resulting from: (a) Contractor's performance of the Services under this Agreement; (b) any failure of Contractor to perform its obligations under this Agreement; (c) any claim that the Services and/or Deliverables infringe the intellectual property rights of a third person; (d) any acts of Contractor beyond the scope of its authority under this Agreement; (e) any negligence, willful misconduct or other wrongful acts or omissions of Contractor, its employees, agents or subcontractors; (f) any injury, damage or death to Contractor, its employees, agents, subcontractors, partners or other representatives; or (g) any injury, damage or death to any third party. Representations and Warranties: Contractor represents and warrants that: (a) Contractor has the full power to enter into and perform this Agreement and to make the grant of rights contained herein; (b) all Services performed hereunder shall be performed in accordance with the Ecology Center's specifications and requirements and with all necessary care, skill and diligence; (c) the Deliverables will meet the description of Deliverables set forth in Attachment B; (d) upon delivery of each Deliverable, the Ecology Center will have marketable title to such Deliverable, free and clear of all liens and encumbrances; and (e) the use of the Deliverables for the purposes intended will not infringe upon or violate any rights of privacy, publicity, patents, copyrights or any other rights of any nature of any third party. 8. Confidentiality. Contractor acknowledges that Contractor will have access to proprietary and confidential information in order to perform specific duties and provide the Services. Contractor warrants that Contractor will not use or disclose any information received or obtained by Contractor in connection with Contractor's performance of the Services except as necessary to perform the Services. Contractor shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of the Ecology Center's information as Contractor employs with respect to its own Confidential Information of a like importance. This warranty shall not apply in any instance where the Ecology Center has expressly directed 12