Contract between KCHN and KCPHD - Laserfiche WebLink

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2 Deliverables and Schedule. contractor shall promptly and effectively deliver to Managerthe "Deliverables" at the times identified by Manager in Exhibit 2 "services &Deliverables". Fees and Pavment. Conditioned upon and in consideration of Contractor's timely, full andfaithful performance of the Services and timely submission of Deliverables as stated in Exhibit 2 "services & Deliverables", and timely, full and faithful performance of all terms and conditions of this Contract, Manager agrees to pay Contractor "Contractor,s Fees,, onthe dates listed on the attached Exhibit 3 "Contractor's Fees", incorporated herein by thisreference. All requests for payments for Contractor's Fees will be remitted by Contractorto Manager at the Manager Payment contact as stated in Exhibit 3 following ieceipt of aninvoice for Services rendered during the preceding quarter, along with supporting documentation, submitted not later than the lnvoice Deadline Dates as set forth in Exhibit 3. Termination, This Contract may be terminated by Contractor upon Thirty (30) dayswritten notice to the Manager upon Manager's material breach of this Contract. Manager may terminate this Contract upon not less than Ten (10) days written notice to Contractor, in Manager's discretion. .Allnonprotected,publicresearch,findings, formulas and statistics that arise out of or are related to this Contract shall be considered "works for hire" (as defined in 17 U.S.C. S1o1) and shall be considered assigned and irrevocably licensed to Manager, and, if not protected, in and part of the public domain.contractor hereby knowingly and voluntarily assigns any and all intellectual property that results out of or is related to this Contract and the Services to Manager. At all times,including after termination of this Contract, secure and forbid disclosure of protected health information and complywith all provisions of the Health lnsurance portability andAccountability Act ('HlPAA" found at 45 CFR Part 160 and 1-64) and the HtpAA privacy Rules and Security Rules promulgated thereunder. Notices' With exception to the Manager Payment Contact, any and all Notices required hereunder shall be to the persons and at the places as identified on the attached Exhibit 4, incorporated herein by this reference. Manager and Contractor may change the Notice contact person or address effectivethe date as setforth on a Notice of change of contact person/place to the other party. 4. 5 3 7. Mi 6 e lla neous Time is specifically declared to be of the essence. Manager and contractor agree to cooperate fully in all matters related to or arising out of this Contract, This Contract was written by Manager and has been submitted to the scrutiny of Contractor and Contractor's legal counsel and shall be given a fair and reasonable interpretation, without consideration or weight being given to one of the parties, lf Contractor has not submitted this Contract to the scrutiny of its legal counsel, Contractor stipulates, despite having the opportunity to do so, Contractor has waived the same, and elected to proceed without the benefit of legal review. Waiver by any party of a breach of any covenant, agreement or undertaking contained herein shall be made only by written waiver, and no such waiver shall operate or be construed as a waiver of any prior or subsequent breachof the same covenant, agreement or undertaking, Except as otherwise specifically provided herein, the exercise of any remedy provided by law or otherwise and the