1999-011 - Laserfiche WebLink

Home Browse Search

i 2.3 Remaining Payments. Within 30 days of termination of this Agreement for any reason, Consultant shall submit to Customer an itemized invoice for any fees or expenses theretofore accrued under this Agreement. Customer, upon payment of accrued amounts so invoiced, shall thereafter have no further liability or obligation to Consultant whatsoever for any further fees or expenses arising hereunder. In the event Consultant terminates this Agreement because of the breach of Customer, Consultant shall be entitled to a pro rata payment for work in progress based upon the percentage of work then completed, plus the full amount of payment attributable to programming and materials already furnished by Consultant. Notwithstanding any termination of this Agreement, the rights and licenses granted under Section 4 hereof shall continue in effect in accordance with their terms. Section 3 Fees, Expenses, and Payment 3.1 Fees. In consideration of the services to be performed by Consultant, Customer shall pay Consultant the fees set forth in Exhibit A hereto. 3.2 Reimbursement of Expenses. In addition to the foregoing, if expenses are specified in Exhibit A, Customer shall pay Consultant its actual out-of-pocket expenses as reasonably incurred by Consultant in furtherance of its performance hereunder, not to exceed the amounts shown in Chapter 112,Florida Statutes. Consultant agrees to provide Customer with access to such receipts, ledgers, and other records as may be reasonably appropriate for Customer or its accountants to verify the amount and nature of any such expenses. 3.3 Additional Work. The fees and charges for any follow-on or additional work not described in Exhibit A shall be performed at Consultant's then -current rates for such work, unless specifically identified as a fixed -priced item and appended to Exhibit A. 3.4 Payment. Customer shall pay all fees and expenses owing to Consultant hereunder pursuant to the Florida Prompt Payment Act after Consultant has submitted to Customer an invoice therefor. Invoices shall be submitted to coincide with payment schedule set forth in Exhibit A hereto. Section 4 Ownership Rights 4.1 Ownership. As between Customer and Consultant, except as set forth below in this Section 4, all right title and interest, including trademarks, copyright interests, and other forms of intellectual property, in and to the programming and materials produced or provided by Consultant, alone or in combination with Customer and/or its employees (collectively, the "Software") in the performance of the services called for in this Agreement shall be the property of Consultant. Customer agrees that, except as otherwise provided in Section 4.3 hereof, and contribution by Customer or its employees to the creation of the Software, including all copyright interests therein, shall be considered works made for hire by Customer for Consultant and that, except as otherwise provided in Section 4.2 hereof, such works shall, upon their creation, be owned exclusively by Consultant. To the extent that any such works may not be considered works made for hire under applicable law, Customer hereby agrees to assign and, upon their creation, automatically assigns, to Consultant the ownership of all copyright interests therein, without the necessity of