Terms And Condition
10. Method of Performing Services. Service Provider shall have the right to
determine the method, details, and means of performing the Work to be done for
Client. Client shall have no right to, and shall not, control the manner or
determine the method of accomplishing Service Provider`s services. In addition,
Client shall be entitled to exercise broad general power of supervision and
control over the results of Work performed by Service Provider or Service
Provider's personnel to ensure satisfactory performance, including the right to
make suggestions or recommendations as to details of the work, and the right to
propose modifications to the work.
11. Ownership. As between Service Provider and Client, all right, and interest,
including copyright interests and any other intellectual property, in and to
the Work, or any deliverables created by the Service Provider, including but
not limited to any other programs, data, title, or materials produced or
provided by Service Provider, alone or in combination with Client and/or its
employees, under this Agreement shall become the property of Client upon
receipt of final payment for services, as deemed in section 5.
12. Service Provider Data. All right, title, and interest in and to any data
relating to Service Provider`s business are and shall remain the property of
Service Provider, whether or not supplied to Client.
13. Client`s rights and obligations under this agreement may not be transferred
or assigned directly or indirectly without the prior written consent of Service
Provider, which consent shall not be unreasonably refused. Service Provider`s
rights and obligations under this agreement may be transferred and assigned
only if such transfer or assignment does not adversely affect the services
provided to Client here under.
14. If any provision of this agreement is held to be invalid by a court of
competent jurisdiction, then the remaining provisions shall nevertheless remain
in full force and effect. Service Provider and Client agree to renegotiate in
good faith any term held invalid and to be bound by mutually agreed substitute
provision.
15. Governing Law. This Agreement shall be governed and construed in all
respects in accordance with the laws of the State of Michigan as they apply to
a contract entered into and performed in the State.
16. Independent Contractors. The parties are and shall be independent
contractors to one another, and nothing shall be deemed to cause this Agreement
to create an agency, partnership, or joint venture between the parties. Nothing
in this Agreement shall be interpreted or construed as creating or establishing
the relationship of employer and employee between Service Provider and either
Client or any employee or agent of Client.
17. Notices. All notices required or permitted hereunder, including: Acceptance
of Results, shall be given in writing addressed to the respective Parties as
set forth herein, unless another address shall have been designated, and shall
be delivered by hand or by registration or certified mail, postage prepaid.
18. This agreement sets forth the entire agreement and understanding between the
parties and merges all prior discussion between them.
19. Entire Agreement. This Agreement constitutes the entire agreement of the
parties hereto and supersedes all representations, proposals, discussions, and
communications, whether oral or in writing. This Agreement may be modified only
in writing and shall be enforceable in accordance with its terms when it signed
by the party sought to be bound.
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