2020-806-E Emergency Svc-Law Enforcement Services Inc. background checks

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Page 4 of 11 WCSR 33289183v5 6. Price and Payment 6.1 Fees. Client shall pay the service fees listed on Exhibit C for specified services rendered during the Initial Term For any additional term thereafter, LESI may adjust all or any part of the pricing on Exhibit C for that term upon thirty (30) days’ prior notice to Client. LESI will provide timely invoices for all services under this Agreement. Service fees listed, other than reimbursable expenses, are Basic Service fees. The maximum amount payable for Basic Services shall not exceed Four Thousand Five Hundred Dollars ($4,500.00). 6.2 Additional Services or Data. Requests for any additional work beyond the scope of services on Exhibit A and any requests for additional data (including but not limited to older reports, information for validation, fitness for duty letters and underlying information, expert witness, etc.), may be accepted by LESI in its discretion and be charged separately to Client on a timely basis at LESI then-current rates. 6.3 Payment. Client will pay all accrued fees and costs within thirty (30) days of receipt of a properly submitted invoice. In the event the amount stated on an invoice is disputed by the Client, the Client may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should LESI fail to perform its duties under the terms of this Agreement, Client may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 6.4 Expenses. Reimbursable expenses are in addition to the fees for Basic Services and are for the following expenditures to the extent reasonable and actually incurred by LESI with respect to the Project: (a) The Provider shall not be entitled to any mark-up on actual expenses incurred. (b) Reimbursable expenses shall be compensated by the Client along with invoices for Basic Services provided by LESI. Payment of Reimbursable Expenses shall be subject to LESI’s timely submission of valid receipts for any such expenses and approval by the Client. Any additional charges not specified herein, must be mutually agreed upon in advance by both Parties and documented in writing with a letter signed by authorized representatives for each Party, subject to budgeted funds. 7. Proprietary Rights. 7.1 Client acknowledges and agrees that the copyrights, patents and any patent applications, trademarks and service marks, trade secrets, and all other intellectual property rights of whatever nature in onlinePHQ®, the Reports, data, test booklets, questionnaires, and related documentation and any underlying data and information are and shall remain the sole and exclusive property of LESI, and nothing in this Agreement should or will be construed as transferring any aspects of such rights to Client (other than the License on the terms of the Agreement) or any third party. Client will take no action inconsistent with LESI’s ownership rights as stated above. 7.2 Distribution. Except as otherwise expressly provided herein, Client shall not: (1) make available or distribute all or part of any onlinePHQ®, LESI forms or test booklets, or other LESI material to any third party by assignment, sublicense or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of onlinePHQ®; (3) use onlinePHQ® to operate in or as a time-sharing service venture, or in any way allow third party access to onlinePHQ®; or (4) copy or DocuSign Envelope ID: CE11723F-4BB9-4722-9ABC-90069CC20D28