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All confidential Information remains the property of the originating entity or third party entity initially owning
<br />the proprietary right to It and no license or other rights in such confidential Information Is granted to either
<br />SPEVCO, Client or any third party.
<br />Non -Solicitation of Personnel
<br />During the term of this Agreeinent and for six (6) months after the termination of this agreement, neither SPEVCO or
<br />client, on their behalf or behalf of others, may solicit, persuade, entice or employ any full -tine, part-time or Independent
<br />contractor managerial, executive, sales, operational or customer service personnel from the other party's organization. "fiats
<br />provision shall not apply to a person Involuntarily terminated,
<br />Intellectual Property Rights
<br />SPEVCO hereby assigns to Client all right, title and Interest in and to any and all intellectual property rights, including
<br />copyright protections, in the designs, artwork, music, written work, computer programs, electronic storage media, video or
<br />audio tapes or other materials produced pursuant to this Agreement or pursuant to the agreement by SPFVCO to supply
<br />the Display for the Client, all of which shall be considered works for hire, provided that any such materials previously
<br />developed by VEVC0 other than specifically pursuant to this agreement which is of a generic nature and suitable for use
<br />in connection with projects for other clients, shall be and remain the sole property of SPEVCO.
<br />Compliance
<br />SPEVCO-, In the performance ofits job assignment under this Agreement, shall comply With all applicable municipal, county,
<br />state and federal laws and regulations bearing on the performance or obligations hereunder. SPEVCO further agrees to
<br />require it agents, employees, contractors to be bound by the terms of this Agreenieht.
<br />Force Majeure
<br />Neither party shall be liable or bear any responsibility for faRmo or inability to perform its obligations hereunder due to
<br />any contingency or cause beyond its reasonable control, including, but not limited to, fires, floods, wars, accidents, labor
<br />disputes or shortages, inability to obtain materials, equipment or transportation, acts of God or any similar cause beyond
<br />the reasonable control of such party.
<br />Indemnification
<br />SPEVCO shall indemnify, defend and hold harmless Client, Its parent and Affiliates and each of their respective officers,
<br />directors, agents, and employees from and against any and all claims, demands, actions, causes of action, fines, losses or
<br />damages whatsoever and any cost and expense related thereto, including reasonable attorney fees, arising from SPVWCO's
<br />negligence in the performance of this Agreement or otherwise resulting from SPEVCO's negligence in performing the work
<br />or services furnished to or on behalf of Client hereunder.
<br />client shall Indemnify, defend and hold harmless SPEVCO, its parent and Affiliates and each of their respective officers,
<br />directors, agents, and employees from and against any and all claims, demands, actions, causes of action, fines, losses or
<br />damages whatsoever and any cost and expense related thereto, including reasonable attorney fees, arising from the Client's
<br />negligence arising out of the operations or maintenance of the exhibit.
<br />Relationship ofthe Parties
<br />Parties intend that the relationship wider this Agreement be that of an independent contractor.
<br />The client is interested solely in the results achieved; conduct and control of the work will lie solely with SPEVCO.
<br />Nothing contained herein shall be construed to create a partnership or joint venture, to create the relation of
<br />principal and agent or employer and employee between the parties.
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