Document Retention and Hold Harmless Agreement
Dynamic Engineering Consultants, P.C., Dynamic Earth LLC., Dynamic Traffic LLC, Dynamic Survey LLC., and DC Inspections [“Dynamic”] and the Transferee below, [“Consultant”], hereby agree, as consideration for Dynamic’s courtesy in providing Consultant with reference materials per each of Consultant’s subsequent requests for materials, to the following. By clicking “Accept” on this page and continuing Consultant agrees to the following terms and disclaimers for all subsequent requests made to Dynamic for reference materials:
I. PURPOSE- WAIVER-WARRANTY AND GUARANTEES.
The Parties hereto covenant and acknowledge that Dynamic is and will hereafter provide Work Product, Electronic Files and Dynamic’s Materials to the Consultant for the Consultant’s reference purposes ONLY, and for no other purpose. The Parties hereto covenant and acknowledge that Dynamic is providing no warranty, no certification, and no guarantee of any kind whatsoever, including but not limited to, written, oral, express, implied, or otherwise, including warranties as to merchantability and/or fitness for a particular purpose, and including warranties, guarantees or promises as to the content, completeness and/or accuracy of the Work Product, Electronic Files and Materials provided to Consultant now, or in the future. Further, The Parties covenant and acknowledge that Dynamic provides NO warranty, guarantee, certification, promise or statement regarding the Work Product, Electronic Files and Materials’ compliance with any rule, statute, regulation, code, provision, ordinance or the like.
II. DOCUMENT OWNERSHIP/PURPOSE.
A. In accepting and utilizing any of the Work Product, Electronic Files and Materials which Dynamic generates and/or furnishes to Consultant upon request, and at anytime, the Consultant understands and agrees that all of Dynamic’s Work Product, Electronic Files and Materials are Dynamic’s instruments of service. Dynamic shall be deemed the author and creator of the Work Product, Electronic Files and Materials and shall retain all common law rights and statutory law rights and ALL other rights regarding the Electronic Files and Materials including, but not limited to, any copyright(s) and/or patent(s) and/or trademark(s) and ALL other rights to the Electronic Files and Materials.
B. The Consultant agrees not to use or re-use the Electronic Files and Materials, either in whole or in part, for any purpose other than for the Project which Consultant has represented to Dynamic that the reference materials are relevant to. The Consultant agrees not to transfer, send, share, copy, convey or provide any Work Product, Electronic Files and Materials it receives from Dynamic, to any individual or entity without Dynamic’s prior written consent. The requirement of a writing cannot be waived. The Consultant further covenants and agrees to waive, to the fullest extent permitted under the law, any and ALL claims, actions, demands and causes of action, whether legal, equitable or otherwise, of every nature and description, whether arising at law or in equity, under the common law, state law, U.S. law, or any other law, or otherwise, that the Consultant has, had or may have against Dynamic related to or resulting in any way either from the Consultant’s unauthorized changes to (however small) or reuse of any Work Product, Electronic Files and Materials Consultant receives from Dynamic at anytime, for any other project or purpose by anyone other than Dynamic.
III. CONSULTANT TO INDEMNIFY AND HOLD DYNAMIC HARMLESS.
Consultant agrees unconditionally, to the fullest extent permitted by law to defend, indemnify and hold Dynamic harmless from any damage, liability or cost including all attorney’s fees and cost of defense arising from any use, reuse or modification of Dynamic’s work product, files, materials, plans, specifications and/or electronic files by Consultant or any person or entity which acquires or obtains the plans, specifications and/or electronic files from or through Consultant. In no event shall Dynamic be liable for any loss of profit or any damages resulting from this document or the transfer of Work Product, Electronic Files and Materials provided to Consultant pursuant to any of its requests for such materials or information herein. Dynamic may authorize limited use of any documents or materials it provides to Consultant only so long as Consultant or any other authorized user receives written consent from Dynamic. The user of any of the documents, materials or information hereinafter provided by Dynamic explicitly accepts full sole risk and responsibility for any and all claims arising as a result from these documents.