Master Services Agreement - Crowe Horwath LLP

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provided to Crowe relating to Services, Deliverables or other work, and Client agrees that Crowe may rely upon any information provided to Crowe, whether provided by Client or by any other party, in connection with its Services, Deliverables, or other work, without independent investigation or verification. C. If required, Client will provide reasonable workspace for Crowe personnel at the project locations for the performance of Services, and Client will promptly make its personnel and representatives available for Crowe as needed for the Services. Completion of Crowe's work depends on appropriate and timely cooperation from Client's personnel; complete, accurate and timely responses to Crowe inquiries; and timely communication by of all matters that may materially affect the Services. If for any reason this does not occur, Crowe may expend additional time in performing the Services, resulting in increased fees, and Client will hold Crowe harmless against all matters that arise in whole or in part from any resulting delay. d. Crowe may periodically communicate changes in laws, rules, or regulations to Client. However, Client has not engaged Crowe to do so, and Crowe does not undertake an obligation to advise Client of changes in laws, rules, regulations, and industry or market conditions. 5. Confidentiality a. Each of the parties acknowledge that one party may possess and may continue to possess information having commercial value in the party's business or is not otherwise in the public domain, and any such information that is disclosed by such party (the "Disclosing Party") to the other party (the "Recipient") in connection with the performance or use of the Services is "Confidential Information." Confidential Information may have been discovered or developed by the Disclosing Party or provided to it by a third party, or the Disclosing Party may hold property rights in such information by assignment, license or otherwise. b. The Receiving Party will refrain from unauthorized disclosure of the Disclosing Party's Confidential Information, will hold it as confidential and will use the same level of care to prevent unauthorized disclosure to and use by third parties of the Confidential Information of the Disclosing Party as the Receiving Party employs to avoid unauthorized disclosure, publication, dissemination or use of its own information of a similar nature, which in any event will be no event less than a reasonable standard of care. The concept of a "reasonable standard of care" will include compliance by the Receiving Party with all US state or federal laws applicable to the disclosure and use of Confidential Information in the Receiving Party's possession. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its respective agents, contractors and subcontractors as reasonably necessary so long as: (i) such agents, contractors and subcontractors agree in writing to observe the confidentiality and restricted use and disclosure covenants and standards of care set forth herein and (ii) the Receiving Party assumes responsibility for the acts or omissions of the agents, contractors and subcontractors to which the Receiving Party discloses the Confidential Information. C. Neither Client nor Crowe will use the other parry's Confidential Information except (i) in the case of Crowe, in connection with the performance of the Services or as otherwise specifically permitted in this Agreement, or (ii) in the case of Client, in connection with the use of the Services. d. Neither the Receiving Party nor the persons and entities to which it makes authorized disclosures of the Confidential Information of the Disclosing Party will be restricted in disclosing and using general knowledge, know-how and experience, developed, conceived or acquired by the Receiving Party, its affiliates or its agents, contractors and subcontractors, MSA Page 4 of 14