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DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC31A417 <br /> of the data provided by the Client to perform the Services. Client shall provide all <br /> such data in a timely manner sufficient to allow Consultant to provide the Services. <br /> Consultant shall have no liability to Client whatsoever if Client provides <br /> incomplete or inaccurate data or provides data in an untimely manner. <br /> (6) Records and Inspections. Consultant shall maintain full and accurate records with <br /> respect to all matters covered under this Agreement for 6 years after the completion <br /> of the Services. During such period, Client shall have the right to examine and <br /> audit the records and to make transcripts therefrom. Client shall provide 30 days <br /> written notice of its intent to inspect or audit any such records and shall conduct <br /> such inspection or audit only during Consultant's normal business hours and no <br /> more than once every six months. Any employee, consultant, subcontractor or <br /> agent of Client granted access to such records shall execute a non-disclosure <br /> agreement prior to being granted such access. <br /> (7) Cop3 ight for Consultant's Proprietary Software. To the extent that the Services <br /> provided by Consultant are generated by Consultant's proprietary software, nothing <br /> contained herein is intended nor shall it be construed to require Consultant to <br /> provide such software to Client. Client agrees that it has no claims of ownership, <br /> including copyright,patents or other intellectual property rights to Consultant's <br /> software. Nothing in this Agreement shall be construed to grant Client any rights to <br /> Consultant's materials created prior to the execution of this Agreement, All of the <br /> deliverables prepared by Consultant for Client included in the Services are <br /> specifically set out in Exhibit A. <br /> (8) Insurance. Consultant shall maintain appropriate general liability insurance, <br /> workers' compensation insurance, automobile insurance, and professional liability <br /> insurance. <br /> (9) Indemnification. To the extent allowed by law, each Party(an"Indemnifying <br /> Party") shall defend, indemnify and hold harmless the other Party(an"Indemnified <br /> Party") from and against any and all third-Party claims and resulting proven direct <br /> damages, liabilities and costs (including reasonable attorney fees) to the extent <br /> proximately caused by the negligent actions or willful misconduct of the <br /> Indemnifying Party, its employees or agents. The Indemnifying Party shall not be <br /> responsible for any damages,liabilities or costs resulting from the negligence or <br /> willful misconduct of the Indemnified Party, its employees, consultants, or agents <br /> or any third Party. <br /> (10) Limitation of Liability. The Parties agree that the total liability of each Party to the <br /> other for any and all damages whatsoever arising out of, or in any way related to, <br /> this Agreement from any cause, including but not limited to negligence, errors, <br /> omissions, strict liability, breach of contract or breach of warranty shall not,in the ' <br /> aggregate, exceed the lesser of(a)the amount actually paid to Consultant during the <br /> contract year in which the claim arose, or(b) $150,000. <br /> 2 <br /> II <br />