Agenda - Council - 09/08/2020 - Laserfiche WebLink

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confidential information during or after the term of this Agreement. Confidential information shall be defined as knowledge, systems, practices, or other information submitted in writing or other tangible form, and that is designated as confidential by CMDC. The CITY shall use such confidential information for the limited purposes of this Agreement. Pursuant to Minn. Stat. 13.05, subd. 11, CDMC agrees that it will have access to data collected or maintained by the CITY to the extent necessary to perform CDMC's obligations under this contract. CDMC agrees to maintain all data obtained from the CITY in the same manner as the CITY is required to maintain such data under MGDPA. CDMC will not release or disclose the contents of data classified by the MGDPA as not public to any person except at the written direction of the CITY. Upon termination of this contract, CDMC agrees to return all such data as requested by the CITY. 5. RELATIONSHIP Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, license, or agency relationship and neither party shall have the right or authority to bind the other. For purposes of this Agreement, CMDC shall be deemed an independent contractor. CMDC's employees shall not be entitled to any employment benefits customarily given to CITY employees. 6. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice to the other. Such termination shall not affect the rights and obligations of the parties, including amounts owed by the CITY to CMDC, accrued prior to the termination date. 7. ASSIGNABILITY This Agreement shall not be assignable by either party without the prior written consent of the non- assigning party. 8. LAW The laws of the State of Minnesota shall govern this Agreement. The parties agree that the venue of any legal action arising under this Agreement shall be Anoka County, Minnesota. 9. INDEMNIFICATION CMDC's Indemnity. To the fullest extent permitted by law, CMDC will indemnify, protect and hold CITY and its assigns and its mortgagees harmless from and against any and all liabilities, claims, demands, losses, damages, costs and expenses (including attorneys' fees) arising out of or relating to the performance of work under this Agreement; but only to the extent caused in whole or in part by the negligent acts, errors or omissions of CMDC, CMDC's subcontractor(s), or anyone directly or indirectly employed or hired by CMDC, or anyone for whose acts CMDC may be liable. CMDC agrees this indemnity obligation shall survive the completion or termination of this Agreement. CITY's Indemnity. To the fullest extent of the law, CITY will indemnify, protect and hold CMDC and its employees, consultants or agents harmless from and against any and all liabilities, claims, demands, RESOLUTION #20-194 Page 7 of 8