43-25 RFP-Responses-Rock Spring Golf Course.pdf

14.0 Consultant agrees not to divulge to third parties, without written consent of the Client, any information which relates to the technical or business activities of the Client unless: (i) the information is known to the Consultant prior to obtaining the same from the Client; (ii) the information is, at the time of disclosure by Consultant, then in the public domain, or (iii) the information is obtained by the Consultant from a third party who did not receive same, directly or indirectly from the Client and who has no obligation of secrecy with respect thereto. Consultant further agrees not to disclose without the prior written consent of the Client, any information developed or obtained by Consultant in the performance of this Agreement except to the extent that such information falls within one of the catcgories described in (i), (ii), or (iii) above. If so requested by the Consultant, the Consultant further agrees to require its employces to execute a nondisclosure agreement prior to performing any services under this Agreement. INSURANCE (a) During the course of performance of the Services, Consultant will maintain the following insurance coverage: Type of Coverage Coverspe, Workers Compensation/Employers Statutory/ Liability $500,000 Commercial General Liability $1,000,000 Pollution Li $1,000,000 Professional Liability $1,000,000 Automobile Public Liability $1,000,000 (b) If required, Consultant shal! deliver to Client, Certificates evidencing that the above coverage is in effect and will not be canceled or materially changed without thirty (30) days written notice; (c) Additional Coverage: If desired, Consultant, will on a cost-reimbursable basis, endeavor to procure property damage, construction risk, completed operations, pollution liability, cnvironmental impairment or other desired insurance coverage on a project specific basis. Crestmont Country Club M-23.01 Tot? 15.0 16.0 17.0 18.0 OWNERSHIP OF DOCUMENTS All the work product (reports, drawings, calculations, designs, ete.) produced by the Consultant in executing the work described within Consultant’s proposal, arc the property of Consultant. RELIANCE ON DOCUMENTS Reliance on the Consultant’s work product shall be for the exclusive use of Client. Reliance on Consultant’s work product by third parties shall be strictly forbidden. Consultant assumes that Client either owns

the Consultant’s work product shall be for the exclusive use of Client. Reliance on Consultant’s work product by third parties shall be strictly forbidden. Consultant assumes that Client either owns and or has rights to use all reports, drawings, calculations, and designs, (herein defined as “work product” produced by others and given to Consultant by Client), and Consultant is given the right to use and rely on such work product. Consultant shall be indemnified by Client for reliance on third party data and work product. ENTIRETY OF AGREEMENT This agreement, with the Exhibits/Proposals listed in Article 1 constitute the entire agreement between the parties and supersedes all previous agreements or understandings with respect to the subject matter hereof. GOVERNING LAW ‘This Agreement shall be governed in all respects by the law of the State of New Jersey. The venue for trials, mediation, and or arbitration shall be in Morris County New Jersey. 19.0 DISPUTES Disputes relating to services under this contract, including payment disputes shall be settled based on the mutual agreement by the parties based on the following hierarchy, mediation, arbitration, and through court —_ actions. However, Consultant may elect to seek resolution directly through the courts: January 4, 2623