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
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