|
<br />No: GB2307006307
<br />
<br />Confidential Information. Each pany's respective obligations under this Section 8 shall survive the expiration or
<br />termination of this Agreemenr.
<br />
<br />8. PERIVlITTED DISCLOSURE OF CONFIDENTIAL INFORVIATION: Each party's obligation to hold the other
<br />party's Confidential Information in confidence shall not apply to any information which is (a) already known to or in the
<br />possession of the recipient; (b) available to the general public ar the time of disclosure or becomes available to the general
<br />public through no tault of recipient; (c) independently developed by the recipient without reference to or use of discloser's
<br />Confidential Information; and/or Cd) disclosed to the recipient without restricrion by a third party without similar
<br />restriction or without breach of this Agreement. In the event that either party receives a court subpoena, request for
<br />production of documents, court order or requirement of a government agency to disclose any Confidential Information, the
<br />recipient shall give prompt written notice to the other party so that the subpoena, request for production of documents,
<br />order or requirement can be challenged or limited in scope by Customer or Company, as appropriate.
<br />
<br />9. INDEMNIFICATION: Company shall indemnify and hold Customer harmless from any claim, action or expenses
<br />resulting from, and to the extent of, the gross negligence of Company in the provision of Services pursuant to this
<br />Agreement; provided, however, that Company's aggregate liability to the Customer for any such claim shall be limited to
<br />the lesser of (a) the amount paid by the Customer within the previous 12 months for the Services, or (b) $5,000.00.
<br />
<br />10. FORCE MAJEURE: Company shall not be liable or responsible in any way for any loss, injury, and/or damage, arising
<br />out of or relating to any Company failure of performance and/or delay resulting directly or indirectly from any cause
<br />which is beyond Company's reasonable control! including but not limited to: fire, explosion, lightning, power surges or
<br />outages, strikes or labor disputes, acts of God, civil disturbances, acts of civil or military authorities, acts of terrorism, fuel
<br />or energy shortages, acts and/or omissions by third party communications carriers, or any other cause beyond Company
<br />control.
<br />
<br />11. LIMITATION OF LIABILITY: Company makes no representation, warranty, or guaranty, express or implied,
<br />concerning the Services, including but not limired to the availability or timeliness of the performance of any Services and
<br />Company's liability, if any, arising as a result of any breach of this Agreement or othef\vise, is expressly and specificatly
<br />limited to the cost of any phone call or Service in question. In no event shall Company be liable far loss of revenue or
<br />profits or for any incidental, consequential, indirect, Plillitive or special damages, whether or not foreseeable or
<br />unforeseeable, claimed by or on behalf of Customer or its officers, agents, employees, directors or representatives. No
<br />action may be brought by Customer more than one (1) year after the cause of action has accmed.
<br />
<br />12. ASSIGNMENT: This Agreement, and the rights and obligations hereunder, may not be assigned or transferred by either
<br />party without the prior ,"vritten consent of the other party, except that either pany may assign this Agreement to an
<br />affiliated company or in connection with the merger, consolidation or sale of all or substantially all of its assets.
<br />
<br />13. SEVERABILITY: If any provision of this Agreement shall be construed to be illegal or invalid, the illegal or invalid
<br />provision shall be reformed to the extent possible to give its intended effect and/or meaning and all remaining provisions
<br />hereof shall continue in full force and effect so long as the economic or legal substance of this Agreement is not affected in
<br />any manner materially adverse to any party.
<br />
<br />14. \VAIVER: No waiver of any provisions of this Agreement shall be effective unless made in \\'Titing. No waiver of any
<br />breach of any provision of the Agreement shall constitute a waiver of any subsequent breach of the same or any other
<br />provision of this Agreement. Failure to enforce any term of the Agreement shall not be deemed a waiver of future
<br />enforcement of that or any other term.
<br />
<br />15. DISPUTE RESOLUTION: In an effort to resolve informally and amicably any claim, controversy, issue or dispute
<br />arising out of or related ta the interpretation of, performance under, or breach of, this Agreement ("Issue") without
<br />resorting to litigation, each party shall notify the other party in 'Nriting of any Issue that requires resolution. Such notice
<br />shall set forth the nature of the Issue and the remedy sought. Each party shall promptly designate an employee to
<br />investigate, discuss and seek to resolve the Issue. If the two designated representatives are unable to resolve the Issue
<br />within tIllrty (30) days after such notification (or snch longer time period as they may agree npon), then either party may
<br />thereafter take such actions as it deems appropriate to seek resolution of the Issue. The parties agree that any applicable
<br />statute of limitations shall be tolled during the pendency of such informal Issue resolution process and that neither parry
<br />shall raise or assert any claim of laches or other legal or equitable principle of limitation or repose of action based upon
<br />such process.
<br />
<br />2
<br />
|