Laserfiche WebLink
employee information; proprietary business processes or <br />technologies; financial information and/or trade secrets. <br />5.2 Exclusions. Information shall not include any information <br />that: 1) is or becomes publicly known and generally available in the <br />public domain through no wrongful action or disclosure by the <br />Receiving Party; 2) becomes known by the Receiving Party without <br />any obligation to hold such information in confidence; 3) is received <br />from a third party without similar restrictions known to the <br />Receiving Party; 4) is independently developed by the Receiving <br />Party without use of or reference to the Disclosing Party's <br />Information; or 5) The Receiving Party is required by law, <br />regulation, summons, subpoena or similar judicial, regulatory or <br />administrative order or proceeding to disclose, but only to the <br />extent and for the purpose of such required disclosure, provided <br />the Receiving Party, unless prohibited by law, gives the Disclosing <br />Party prompt written notice of such required disclosure to enable <br />the Disclosing Party to pursue protective measures. <br />5.3 Receiving Party's Confidentiality Duties. In consideration of <br />the Disclosing Party's disclosure of Information to the Receiving <br />Party, the Receiving Party hereby agrees as follows: <br />A. The Receiving Party shall take all reasonable steps to <br />protect the confidentiality of the Information, and shall not use the <br />Information for any purpose other than the advancement of the <br />services contemplated herein. <br />B. The Receiving Party shall not, without the prior written <br />approval of the Disclosing Party, publish or disclose to others any <br />of the Information, except that Client expressly authorizes Lockton <br />to disclose Client's Information to underwriters, insurers, <br />insurance -related intermediaries and/or other third parties as <br />necessary for the purpose of providing the services contemplated <br />herein. <br />C. The Parties acknowledge that any unauthorized <br />disclosure or use of the Information in violation of this Agreement <br />by a Receiving Party may cause the Disclosing Party irreparable <br />harm, and that money damages alone, the amount of which might <br />be difficult to ascertain, might be an inadequate remedy and, <br />therefore, agree that the Disclosing Party shall have the right to <br />seek injunctive relief in addition to any other remedies otherwise <br />available to the Disclosing Party at law or in equity. <br />D. At the Disclosing Party's written request, the Receiving <br />Party shall return to the Disclosing Party any and all records or <br />documents constituting the Information, except that the <br />Receiving Party shall be permitted to retain an archival copy of the <br />Information pursuant to its record retention and regulatory and <br />legal compliance requirements. If return of the Information is not <br />feasible, the Receiving Party shall maintain the Information <br />pursuant to the terms and conditions of this Agreement. <br />GENERAL CONDITIONS <br />6.1 Cooperation. Client shall provide Lockton with reasonable <br />cooperation and assistance necessary for Lockton to fulfill its <br />responsibilities to Client pursuant to the terms of this Agreement, <br />including, without limitations, copies of all documents reasonably <br />requested by Lockton and the cooperation of and access to certain <br />of Client's personnel. <br />G. <br />WO(TOK <br />6.2 Assignment. Neither party shall assign any rights or duties <br />herein set forth without the prior written consent of the other <br />party. <br />6.3 Entire Agreement. The terms and conditions of this <br />Agreement constitute the entire Agreement between the parties <br />with respect to the subject matter hereof. Subject to the provisions <br />of Section 3.1, this Agreement shall not be amended except by a <br />written amendment signed by both parties, and no promises, <br />agreement, or representations not herein set forth shall be of any <br />force or effect between them. This Agreement shall serve to <br />terminate and supersede all agreements and undertakings <br />heretofore entered into between the parties on subjects covered <br />by this Agreement. <br />6.4 Indemnification. Lockton and Client shall indemnify, defend, <br />and hold one another, their directors, officers, employees, agents, <br />and representatives harmless from and against any and all claims, <br />damages, losses, or expenses (including such parties' reasonable <br />attorney, accountant, and expert witness fees and costs) incurred <br />by one party as the result of (i) a material breach by the other party <br />of any of its obligations under this Agreement or (ii) any willful or <br />negligent conduct of the other party. Client's liability shall be only <br />be to the limits set forth in section 768.28, Florida Statutes. <br />6.5 Reserved. <br />6.6 Limitation of Liability. IN NO EVENT SHALL A PARTY BE <br />LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, <br />INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES <br />(INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOST <br />BUSINESS), ARISING OUT OF OR RELATED TO THIS AGREEMENT, <br />EVEN IF IT HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF <br />SUCH DAMAGES, AND REGARDLESS OF WHETHER ARISING IN TORT <br />(INCLUDING NEGLIGENCE), CONTRACT, OR OTHER LEGAL THEORY. <br />IN ANY EVENT, THE LIABILITY OF ONE PARTY TO THE OTHER FOR <br />ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED <br />TO TEN MILLION DOLLARS ($10,000,000.00). THIS LIMITATION <br />APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE. <br />NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED <br />HEREIN, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY <br />CONTAINED IN THIS SECTION SHALL NOT APPLY TO: 1) ANY <br />DAMAGES AWARDED IN CONJUNCTION WITH A FINAL JUDICIAL <br />DETERMINATION OF FRAUD OR GROSS NEGLIGENCE OR 2) <br />PERSONAL INJURY, INCLUDING DEATH, OR DAMAGE TO TANGIBLE <br />PERSONAL PROPERTY CAUSED BY THE NEGLIGENT, WILLFUL OR <br />INTENTIONAL ACTS OF A PARTY OR ITS EMPLOYEES, AGENTS OR <br />SUBCONTRACTORS. REFERENCES TO A PARTY IN THIS SECTION <br />INCLUDE SUCH PARTY'S DIRECTORS, OFFICERS, EMPLOYEES, <br />MEMBERS, AGENTS AND DOMESTIC AND INTERNATIONAL <br />AFFILIATED ENTITIES. <br />6.7 Accuracy and Completeness of Information. Client shall be <br />solely responsible for the accuracy and completeness of all <br />information furnished to Lockton and/or to underwriters, insurers, <br />insurance -related intermediaries and/or other third parties as <br />necessary for the services contemplated herein. Lockton shall not <br />be responsible for independently verifying the accuracy or <br />completeness of any information that Client provides, and Lockton <br />shall be entitled to rely on such information. Lockton shall have no <br />liability for any errors, deficiencies or omissions in any services <br />provided to Client, including the placement of insurance on Client's <br />Services Agreement <br />Page 3 of 15 <br />