Agreement - Consulting for Renewable Fuel Standard Report & Compliance Assistance - Weaver and Tidwell, LLP.

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Mr. Al Greek City of South Bend Utilities December 3, 2019 Page 4 of 6 Confidentiality During the course of the performance of this engagement, the Company may disclose to us information that is identifies as or which is otherwise categorized by law as proprietary, confidential, or privileged. All such information shall be defined herein as "Confidential Information", except that the following shall be excluded from the definition: any information that: (1) is or becomes publicly known through no wrongful act or omission of Weaver; (2) is received by us from a non-party hereto without similar restrictions and without breach of this agreement; (3) is known by us prior to such disclosure by Company; or (4) is at any time developed by us independently without the use of the Confidential Information disclosed hereunder. We agree to maintain such Confidential Information using the same standard of care we use to protect our own information of like importance and will not disclose such information to a third -party without the prior consent of Company except as required by applicable law or regulation or as otherwise set forth herein. We may be requested to make certain documents available to regulators, government agencies, other outside parties. Access will be provided if required by applicable law or regulation, or we will otherwise comply with any requirement for your notification and consent prior to disclosure. Except as required by applicable law or regulation, the Company shall not provide any third - parties who have not signed this agreement any materials we may provide the company, without our written consent. Limitations on Liability and Indemnifications Our recommendations and conclusions will be made to the best of our knowledge and belief based on data and information made available to us at the time the Services are performed, and upon a number of factors, which include but are not limited to: federal, state, and local laws, rules, codes, regulations, and ordinances, market conditions, energy costs, wage rates, and political climate. Changes in factors upon which the Services are based could affect the results. To the extent that we may rely on third -party and Company information in conducting our Services, are not responsible for and have no liability arising out of inaccuracies in the information provided to us. Our Services are solely for the benefit of the Company and it is the intent of Weaver and the Company that there are no third -party beneficiaries to this agreement. The Company agrees to protect, defend, indemnify and hold us (including each member of the engagement team and all of our partners, heirs, executors, personal representatives, successors, and assigns) harmless from and against any and all claims, demands, suits, losses, expenses (including reasonable costs of defense, attorneys' fees and interest), damages, fines, penalties, causes of action and liabilities of every type and character, including personal injury or death to any person (including employees of either party to this Agreement) or loss or damage to any personal or real property, caused by, arising out of or resulting from (i) the negligence (whether by action or omission), recklessness, or willful misconduct of the Company, its officers or employees with respect to the activities that are the subject of the Services, (ii) knowing misrepresentations by the Company (including those representing they are acting on the Company's behalf); or (iii) the Company's failure to comply with applicable law.