R2025-031 - Laserfiche WebLink

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21 . Patent/Copyright lnfringement: Contractor witt defend and indemnify the County from any cl,aimed action, cause or demand brought against the County; to the extent such action is based on the ctaim that information supptied by the Contractor infringes any patent or copyright. The Contractor wil't pay those costs and damages attributabte to any such ctaims that are finatLy awarded against the County in any action. Such defense and payments are conditioned upon the fottowing: 21.1 Contractor shatl, be notified promptLy in writing by County of any notice of such ctaim. 21.2 Contractor shatt have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such cl,aim of infringement is made, provided no reduction in performance or loss resutts to the CountY. 22. Disputes: 22.1 GeneraI Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shatt be brought to the attention of the County at the eartiest possibte time in order that such matters may be settted, or other appropriate action promptty taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shat[ be finat and conctusive. 22.2 Notice of PotentiaI Ctaims The Contractor shal.l. not be entitted to additionaI compensation which otherwise may be payabte, or to extension of time for (1) any act or faiture to act by the County, or (2) the happening of any event or occurrence, untess the Contractor has given the County a written Notice of Potential, Ctaim within ten (10) days of the commencement of the act, faiture, or event giving rise to the ctaim, and before finat payment by the County. The written Notice of Potential Ctaim shatt set forth the reasons for which the Contractor believes additionaI compensation or extension of time is due, the nature of the cost invotved, and insofar as possibte, the amount of the potentiaI ctaim. Contractor shatl' keep futt and compl,ete daity records of the work performed, labor and material uSed, and atl, costs and additional. time ctaimed to be additionat. 22.3. Detaited ctaim The Contractor shatl, not be entit[ed to claim any such additional. compensation, or extension of time, untess within thirty (30) days of the compl.etion of the portion of the work from which the ctaim arose, and before final, payment by the County, the Contractor has given the County a detaited written statement of each etement of cost or other compensation requested Kittitas County ProfessionaI Services Agreement Page10of19