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suits, claims, liabilities, actions, legal or administrative proceedings, demands, losses, damages, expenses, fines or penalties whatsoever that may be brought against or suffered by Fargo/Cass/W est Fargo, their directors, officers, servants, agents or employees or which it may sustain, payor incur, including reasonable legal fees, arising out of or resulting from: (i) any negligent performance ofthe Services by the Company; or (ii) any willful misconduct by the Company in the performance of the Services. 8.2 Other Remedies The liability and indemnify provisions required contained in this Article are in addition to any other right, remedy or course of action available to Fargo/Cass/West Fargo whether at law in equity or otherwise. 8.3 Survival of Obligations The Company's obligations under this Article shall survive the expiration or earlier termination of this Agreement. ARTICLE 9 Confidentiality and Ownership of Work Product 9.1 Privilege All written reports, surveys, lab sample results and documents produced by the Company in providing the Services shall be subject to attorney-client privilege and shall be directed by the Company solely through Fargo/Cass/West Fargo's legal department, as the case may be. It shall be the sole responsibility of Fargo/Cass/West Fargo to claim, sustain and prosecute the attorney-client privilege. The Company shall immediately inform Fargo/Cass/West Fargo of any attempts by third parties to obtain such documents so as to afford Fargo/Cass/West Fargo an opportunity to assert such privilege. 9.2 Ownership of Work Product All written, magnetic, and electronic documents (including, without limitations, materials, drawings, designs, data, databases, records, electronic files, and software application files), including all information relating to the same, developed or produced by the company, or obtained from Fargo (its agents or contractors), in connection with the Services are the property of Fargo/Cass/West Fargo, as the case may be. Company agrees to promptly deliver the documents to Fargo/Cass/W est Fargo, as the case may be at the termination or conclusion of the relevant Services. Company shall be entitled to retain for its files a copy of all documents. Moreover, Fargo/Cass/W est Fargo, as the case may be, and Company shall retain equal rights of ownership in, and the right to use, all ideas and design concepts that originated from Company during its Services, Fargo/Cass/West Fargo and Company acknowledges that documents resulting from the Services were developed or produced for a specific purpose or purposes. Company agrees not to use the documents for purposes other than the original purpose or purposes that the documents were intended. Company and Fargo/Cass/W est Fargo further acknowledge that information contained in said documents may be used to assist Fargo/Cass/West - 12 - C:\Documents and Settings\worden\Local Settings\Temporary Internet Files\OLK658\Emergency Response Services Agreement.doc