|
6.08 The Agency shall operate as an independent contractor, and the
<br />Client shall not be responsible for any of the Agency's acts or
<br />omissions. The Agency and its employees and agents shall not be
<br />treated as an employee(s) with respect to the services performed
<br />hereunder for federal or state tax, unemployment or workers'
<br />compensation purposes. The Agency understands that neither federal,
<br />nor state, nor payroll tax of any kind shall be withheld or paid by
<br />the County on behalf of the Agency or the employees of the Agency.
<br />The Agency further agrees that the Agency is fully responsible for the
<br />payment of any and all taxes arising from the payment of monies under
<br />this Agreement. The Agency shall not, nor shall any of its agents or
<br />employees, be treated as an employee with respect to the services
<br />performed hereunder for purposes of eligibility for, or participation
<br />in, any employee pension, health, or other fringe benefit plan of the
<br />Client. The Agency shall supply, at its sole expense, all equipment,
<br />tools, materials, and supplies required to provide the contracted
<br />services unless otherwise agreed in writing. The Agency shall comply
<br />with all federal, state and local laws regarding business permits,
<br />certificates and licenses that may be required to carry out the
<br />services to be performed under this Agreement. The Agency shall
<br />insure that all personnel engaged in work under this Agreement shall
<br />be fully qualified and shall be authorized under state and local law
<br />to perform the services under this Agreement.
<br />6.09 Agency shall secure and maintain insurance in amounts required by
<br />and acceptable to the Orange County Risk Manager including but not
<br />limited to general liability, automobile, workers compensation.
<br />6.10 Confidentiality. Agency acknowledges that Client's records are
<br />subject to public disclosure upon request made to the Client.
<br />However, Client, and not the Agency shall make any and all disclosures
<br />of records relating to this Agreement. Any and all requests Agency
<br />receives for the disclosure of information relating to this Agreement
<br />shall be immediately forwarded to Client. Agency acknowledges that
<br />during the term of this Agreement it will have access to and become
<br />acquainted with various inventions, reports, innovations, processes,
<br />information, records and specifications owned by Client and/or used by
<br />the Client in connection with Client's operations including, without
<br />limitation, the Client's data, processes, methods, and procedures.
<br />Agency agrees that it will not disclose any of the aforesaid, directly
<br />or indirectly, or use any of them in any manner, either during the
<br />term of this Agreement or at any time thereafter, except as required
<br />in the course of this Agreement with the Agency. All files, records,
<br />documents, specifications, information, letters, notes, media lists,
<br />original artwork/creative, notebooks, and similar items relating to
<br />the Client, whether prepared by the Agency or otherwise coming into
<br />its possession, shall remain the exclusive property of the Client.
<br />Whenever requested by the Client, the Agency shall immediately deliver
<br />to the Client all such files, records, documents, specifications,
<br />information, and other items in its possession or under is control.
<br />Agency shall keep confidential all discussions, conversations and
<br />planning sessions held with Client. The covenants contained in this
<br />Section 6.08 shall survive for a term of two (2) years following the
<br />termination of this Agreement.
<br />
|