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Confidentiality. SIMPLYNEW will preserve the confidential nature of information received from the
<br />Client in accordance with SIMPLYNEW’s established policies and practices. The Client agrees not
<br />to reference SIMPLYNEW’s name or any Documentation, analyses or other documents prepared
<br />by SIMPLYNEW, in whole or in part, in any document distributed to third parties without
<br />SIMPLYNEW’s prior written consent. The Client agrees that any Documentation, analyses or other
<br />documents prepared by SIMPLYNEW will be used only in compliance with these terms, conditions,
<br />applicable laws, and regulations. SIMPLYNEW recognizes that Client is a public agency under
<br />Indiana law and is subject to the requirements of the Indiana Access to Public Records Act (APRA).
<br />Property. To the extent that SIMPLYNEW utilizes any of its property (including, without limitation,
<br />proprietary databases, proprietary information, any hardware or software) in connection with its
<br />services, such property shall remain the property of SIMPLYNEW, and the Client shall not acquire
<br />any right or interest in such property. SIMPLYNEW shall have ownership (including, without
<br />limitation, copyright ownership) and all rights to use and disclose its ideas, concepts, know-how,
<br />methods, techniques, processes and skills, and adaptations thereof (including, without limitation,
<br />generalized features of the sequence, structure and organization of any works of authorship) in
<br />conducting its business, and the Client shall not assert or cause to be asserted against
<br />SIMPLYNEW or its personnel any prohibition or restraint from so doing.
<br />LIMITATION ON WARRANTIES. THIS IS A CONSULTING AND DESIGN SERVICES
<br />AGREEMENT. DUE TO THE INHERENT UNCERTAINTY INVOLVED WITH PREDICTING
<br />FUTURE EVENTS AND LOCAL/INDUSTRY CONDITIONS, SIMPLYNEW MAKES NO
<br />REPRESENTATIONS OR WARRANTIES AS TO THE FINDINGS OR RECOMMENDATIONS
<br />CONTAINED WITHIN ANY OF ITS ANALYSES, INCLUDING ANY ESTIMATES.
<br />LIMITATION ON DAMAGES. SIMPLYNEW, ITS MEMBERS, PRINCIPALS, DIRECTORS,
<br />OFFICERS, EMPLOYEES, PARENT COMPANY AND AFFILIATES SHALL NOT BE LIABLE TO
<br />THE CLIENT FOR ANY LOSSES, DAMAGES, CLAIMS, LIABILITIES, COSTS, OR EXPENSES
<br />IN ANY WAY ARISING OUT OF OR RELATING TO THIS ENGAGEMENT FOR AN AGGREGATE
<br />AMOUNT IN EXCESS OF THE FEES PAID BY THE CLIENT TO SIMPLYNEW FOR ITS
<br />SERVICES. IN NO EVENT SHALL SIMPLYNEW, ITS MEMBERS, PRINCIPALS, OR
<br />EMPLOYEES BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL,
<br />PUNITIVE, OR EXEMPLARY LOSS, DAMAGE, COST, OR EXPENSE (INCLUDING, WITHOUT
<br />LIMITATION, LOST PROFITS AND OPPORTUNITY COSTS). THE PROVISIONS OF THIS
<br />LETTER SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
<br />STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE, AND
<br />SHALL SURVIVE THE COMPLETION OR TERMINATION OF THIS ENGAGEMENT.
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