Delivery of Electronic Files. In accepting and utilizing any drawings, reports and data on any form of electronic media generated and provided by WHKS, Client covenants and agrees that all such electronic files are instruments of service of WHKS, who shall be deemed the author, and who shall retain all rights under common and statutory laws, and other rights, including copyrights. Client is aware that differences may exist between the electronic files delivered and the respective construction documents due to addenda, change orders or other revisions. In the event of a conflict between the signed construction documents prepared by WHKS and electronic files, the signed construction documents shall govern. Client and WHKS agree that the electronic files prepared by WHKS shall conform to the current CADD software in use by WHKS or to other mutually agreeable CADD specifica- tions defined in the Agreement. Any changes to the CADD specifications by either Client or WHKS are subject to review and acceptance by the other party. Additional efforts by WHKS made necessary by a change to the CADD specifications or other software shall be compensated for as Additional Services. The electronic files provided by WHKS to Client are submitted for an acceptance period of 60 days. Any defects Client discovers during this period will be reported to WHKS and will be corrected as part of the Scope of Services. Correction of defects detected and reported after the acceptance period will be compensated for as Additional Services. Client agrees not to reuse the electronic files, in whole or in part, for any purpose or project other than the project that is the subject of this Agreement. Client agrees not to transfer the electronic files to others without the prior written consent of WHKS, except as required by law. In addition, Client agrees, to the extent permitted by law, to indemnify and hold WHKS harmless from any damage, liability or cost, including reasonable attorney’s fees and costs of defense, arising from any changes made by anyone other than WHKS or from any reuse of the electronic files without the prior written consent of WHKS. Under no circumstance shall delivery of the electronic files for use by Client be deemed a sale by WHKS and WHKS makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall WHKS be liable for any loss of profit or any consequential damages.
Delivery of Electronic Files. In accepting and utilizing any drawings, reports and data on any form of electronic media generated and furnished by the Consultant, the Client agrees that all such electronic files are instruments of service of the Consultant, who shall be deemed the author, and shall retain all common law, statutory law and other rights, including copyrights. The Client agrees not to reuse these electronic files, in whole or in part, for any purpose other than for the Project. The Client agrees not to transfer these electronic files to others without the prior written consent of the Consultant. The Client further agrees to waive all claims against the Consultant resulting in any way from any unauthorized changes to or reuse of the electronic files for any other project by anyone other than the Consultant. In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorney’s fees and defense costs, arising from any changes made by anyone other than the Consultant or from any reuse of the electronic files without the prior written consent of the Consultant. In the event of a conflict between the signed construction documents prepared by the Consultant and electronic files, the signed or sealed hard-copy construction documents shall govern. Under no circumstances shall delivery of electronic files for use by the Client be deemed a sale by the Consultant, and the Consultant makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall the Consultant be liable for indirect or consequential damages as a result of the Client’s use or reuse of the electronic files.
Delivery of Electronic Files. The Electronic Files determined as described above to be archived by Portico shall be delivered by the agreed upon means on a mutually agreed schedule. CONTACT INFORMATION To coordinate the initial set-up of delivery of the Electronic Files, or if you encounter any difficulty or anticipate any changes in the format or delivery of the Electronic Files or the Published Versions that may impact the processing of the Publication(s) by Portico, please contact the Portico Content Contact listed on the cover page of this Agreement. ANNEX III Publisher Fees – D-Collections One-Time Setup Fee $ One-Time Ingest Fee $ Annual Archive Support Fee $ The One-time Setup Fee and 50% of the Ingest Fee payable shall be due promptly upon signing the agreement. The balance of the Ingest Fee shall be due on Portico’s completion of ingest for the Publication(s) listed on Annex I. Portico shall send an invoice for the Annual Archive Support Fee at the beginning of each calendar year commencing in year 2 of the Agreement. The Annual Archive Support Fee shall be due and payable within thirty (30) days after the date of invoice.
Delivery of Electronic Files. For each delivery specified, and for each version specified (e.g., Draft and Final Reports; 35%, 60%, 90%, 100%, and As-Built Design Drawings), the Consultant will provide electronic copies of the files in addition to any specified hard copies on the same schedule, unless otherwise specified in the schedule of deliverables. Delivery of electronic files does not substitute for required delivery of hard copies, unless approved in writing by SAWPA’s Project Manager.
Delivery of Electronic Files. The Electronic Files determined as described above with respect to each new issue or volume of each Publication shall be delivered via the agreed upon means not later than three (3) months after the date or first publication date of such issue or volume. The Electronic Files determined as described above with respect to any back issues or volumes of each Publication to be archived by Portico shall be delivered by the agreed upon means on a mutually agreed schedule. CONTACT INFORMATION Review Copy To coordinate the initial set-up of delivery of the Electronic Files, or if you encounter any difficulty or anticipate any changes in the format or delivery of the Electronic Files or the Published Versions that may impact the processing of the Publication(s) by Xxxxxxx, please contact the Portico Content Contact listed on the cover page of this Agreement. ANNEX III
Delivery of Electronic Files. In accepting and utilizing any form of electronic media generated and furnished by the A/E, the OWNER agrees that all such electronic files are Instruments of Service of the A/E. The OWNER is aware that differences may exist between the electronic files delivered and the printed hard-copy Contract Documents. In the event of a conflict between the original signed Contract Documents prepared by the A/E and electronic files, the original signed and sealed hard-copy Contract Documents shall govern. Electronic files created by the A/E through the application of software licensed for the sole and exclusive use by the A/E will be furnished to the OWNER in read-only format. The OWNER is responsible to obtain and maintain software licenses as appropriate for the use of electronic files provided by the A/E. Under no circumstances shall delivery of electronic files for use by the OWNER be deemed a sale by the A/E, and the A/E makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall the A/E be liable for indirect or consequential damages as a result of the OWNER’S use or reuse of the electronic files. CONSEQUENTIAL DAMAGES Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the OWNER nor the A/E, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the project or this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the OWNER and the A/E shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project.
Delivery of Electronic Files. Portico will work with Licensor to determine the appropriate Electronic Files to be provided by or on behalf of Licensor and the most efficient way for Licensor or its agents to deliver the Electronic Files to Portico. Accordingly, prior to initial content delivery, and from time to time thereafter as required, Licensor agrees to promptly make available to Portico representative samples of Published Versions; information regarding the files and file formats to be delivered as part of the Published Versions; documentation and document type definitions (DTD) or Schemas used to create metadata for the Published Versions, where available; and such other information or assistance as Portico shall reasonably request. Licensor agrees to supply content to Portico on a regular and ongoing basis in the agreed upon format and packaging. Licensor agrees to use reasonable efforts to inform Xxxxxxx prior to making changes to the format and delivery of Publication(s) and/or the Electronic Files so that the parties may avoid or minimize any associated disruption and/or expense and acknowledges that such changes may impact the processing of the Publication(s) and/or Electronic Files by Portico. The Electronic Files determined as described above with respect to each new issue or volume of each Publication shall be delivered via the agreed upon means not later than three (3) months after the date or first publication date of such issue or volume; the Electronic Files to any back issues or volumes of each Publication to be archived by Portico shall be delivered by the agreed upon means on a mutually agreed schedule.
