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<br />8NRG
<br />
<br />TECHNOLOGY SERVICES
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<br />remotely administer applications, operating systems,
<br />software and server reboots for current Microsoft
<br />operating systems. The CLIENT must provide remote
<br />connectivity in order to provide this service.
<br />
<br />VI. PROTECTION OF NRG'S PROPRIETARY
<br />RESOURCES
<br />
<br />A. CLIENT acknowledges that NRG is involved
<br />in a highly strategic and competitive business.
<br />CLIENT further acknowledges that CLIENT would gain
<br />substantial benefit and that NRG would be deprived
<br />of such benefit, if CLIENT were to directly hire any
<br />personnel employed by NRG. Except as otherwise
<br />provided by law, CLIENT shall not, without the prior
<br />written consent of NRG, solicit or employ NRG
<br />personnel during the term of this Agreement and for
<br />a period of one (1) year following expiration of this
<br />Agreement.
<br />
<br />B. CLIENT agrees that a breach by CLIENT of
<br />this provision would create economic harm to NRG
<br />and such damages to NRG would be extremely
<br />difficult to ascertain. Therefore, in the event CLIENT
<br />violates this provision. CLIENT shall immediately pay
<br />NRG an amount equal to 50% of employee's total
<br />annual compensation, as liquidated damages and
<br />NRG shall have the option to terminate this
<br />Agreement without further notice or liability to
<br />CLIENT. The amount of the liquidated damages
<br />reflected herein is not intended as a penalty and is
<br />reasonably calculated based upon the projected
<br />costs NRG would incur to identify, recruit, hire and
<br />train suitable replacements for such personnel.
<br />
<br />VII. AUTHORITY TO CONTRACT
<br />
<br />NRG shall be authorized to purchase, on behalf of
<br />CLIENT and at CLIENT's cost, all hardware, software
<br />and other equipment requested or approved by
<br />CLIENT, and to sign, on behalf of CLIENT and in
<br />CLIENT's name, any purchase agreements, license
<br />agreements or other documents necessary or
<br />advisable to acquire such equipment; otherwise,
<br />NRG shall not have the authority to contract or incur
<br />obligations on behalf of CLIENT, except with the
<br />express written consent of CLIENT.
<br />
<br />VIII. INDEPENDENT ENTITY
<br />
<br />NRG shall perform as an independent entity under
<br />this Agreement. Neither NRG, nor its employees,
<br />agents, or representatives, shall be employees of
<br />CLIENTS. No part of this Agreement shall be
<br />construed to create an employer/employee
<br />relationship.
<br />
<br />IX. LIABILITY AND INDEMNITY
<br />
<br />A. Each party agrees to assume its own
<br />liability, and to indemnify, save and hold the other
<br />party and its agencies, officers, directors and
<br />employees harmless, for any and all claims of any
<br />nature, including all costs, expenses and attorney's
<br />fees, which in any manner result from or arise out of
<br />its own activities under this Agreement.
<br />
<br />B. Nothing herein shall preclude either party
<br />from asserting against third parties any defenses to
<br />liability it may have under North Dakota law.
<br />
<br />C. In the case of accidental damage to
<br />CLIENT's system or loss of data, or any further
<br />damage or data loss caused by existing problems in
<br />CLIENT's system (such as viruses, software issue, or
<br />hardware failures) CLIENT agrees to hold NRG, it's
<br />owners, employees and assigns, harmless from any
<br />and all damages resulting from such problems.
<br />
<br />D. NRG's liability to CLIENT, hereunder, shall in
<br />no event exceed the total amount paid by CLIENT to
<br />NRG under this agreement.
<br />
<br />X. RETENTION OF RECORDS
<br />
<br />NRG agrees to keep and maintain accurate records
<br />regarding the services it provides under this
<br />Agreement. These records shall be made available
<br />to CLIENT, or its agents, upon reasonable request at
<br />any time during normal business hours. NRG agrees
<br />to retain these records for a period of three years or
<br />until any ongoing audit is completed and closed,
<br />whichever occurs later.
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<br />XI. CONFIDENTIALITY
<br />
<br />NRG agrees that it will not printout, download,
<br />disseminate, access, use or disclose any information,
<br />files or data of CLIENT except (1) for purposes of
<br />
<br />1661 Capitol Way, Suite 102 - Bismarck, ND 58501-701.250.9400
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