Orange County NC Website
Browse       Search
<br />without first obtaining written permission from the County. "Confidential information" as used <br />herein, includes information, materials, products, and deliverables developed during, and <br />discoveries and contributions made by Contractor in the performance of this Agreement. All <br />tangible embodiments of such information shall be delivered to the County by Contractor upon <br />termination hereof, or upon request by the County, whichever first occurs. The County <br />acknowledges Contractor has the right to maintain its own set of work papers which may contain <br />confidential information. <br />Article 8. Independent Contractor Status <br />It is understood and agreed that Contractor will provide the services under this Agreement on a <br />professional basis as an independent contractor and that during the performance of the services <br />under this Agreement, Contractor's employees will not be considered employees of the County <br />within the meaning or the applications of any federal, state, or local laws or regulations <br />including, but not limited to, laws or regulations covering unemployment insurance, old age <br />benefits, worker's compensation, industrial accident, labor, or taxes of any kind. Contractor's <br />employees shall not be entitled to benefits that may be afforded from time to time to County <br />employees, including without limitation, vacation, holidays, sick leave, worker's compensation, <br />and unemployment insurance. Further, the County shall not be responsible for withholding or <br />paying any taxes or social security on behalf of Contractor's employees. Contractor shall be fully <br />responsible for any such withholding or paying of taxes or social security. <br />Article 9. Trademark and Trade Name <br />This Agreement does not give either Party any ownership rights or interest in the other Party's <br />trade name or trademarks. <br />Article 10. Indemnification. <br />Consultant agrees to defend, indemnify, and hold harmless Orange County from all loss, liability, <br />claims or expense (including reasonable attorney's fees) arising from damages caused in whole or <br />in part by the negligence or misconduct of Project Manager or its agents and employees, except <br />to the extent same are caused by the negligence or willful misconduct of Orange County during <br />the performance of the service called for under this Agreement. It is the intent of this section to <br />require Project Manager to indemnify Orange County to the extent permitted under North <br />Carolina law. <br />ARTICLE 11. Insurance. <br />The Consultant shall procure and maintain insurance for protection from claims under <br />worker's compensation acts, claims for damages because of bodily injury including personnel <br />injury, sickness or disease or death of any and all employees or of any person other than such <br />employees and from claims or damages because of injury to or destruction of property <br />Page 3 <br />