Contract - Guaranteed Energy Savings Proj No 124-015 - Veregy

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11 to receive payments due under this Agreement. VEREGY may enter into subcontracts for the Work without obtaining CUSTOMER’s consent. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Table of Contents and headings in this Agreement are for information and convenience only and do not modify the obligations of this Agreement. 11.2 Confidentiality. As used herein, the term “CONFIDENTIAL INFORMATION” shall mean any information in readable form or in machine readable form, including software supplied to CUSTOMER by VEREGY that has been identified or labeled as “Confidential” and/or “Proprietary” or with words of similar import. CONFIDENTIAL INFORMATION shall also mean any information that is disclosed orally and is designated as “Confidential” and/or “Proprietary” or with words of similar import at the time of disclosure and is reduced to writing, marked as “Confidential” and/or “Proprietary” or with words of similar import, and supplied to the receiving party within ten (10) days of disclosure. All rights in and to CONFIDENTIAL INFORMATION and to any proprietary and/or novel features contained in CONFIDENTIAL INFORMATION disclosed are reserved by the disclosing party; and the party receiving such disclosure will not use the CONFIDENTIAL INFORMATION for any purpose except in the performance of this Agreement and will not disclose any of the CONFIDENTIAL INFORMATION to benefit itself or to damage the disclosing party. This prohibition includes any business information (strategic plans, etc.) that may become known to either party. Each party shall, upon request of the other party or upon completion or earlier termination of this Agreement, return the other party’s CONFIDENTIAL INFORMATION and all copies thereof. Notwithstanding the foregoing provisions, neither party shall be liable for any disclosure or use of information disclosed or communicated by the other party if the information: (a) is publicly available at the time of disclosure or later becomes publicly available other than through breach of this Agreement; or (b) is known to the receiving party at the time of disclosure; or (c) is subsequently rightfully obtained from a third party on an unrestricted basis; or (d) is eligible for disclosure under Indiana’s Public Records Act; or (e) is approved for release in writing by an authorized representative of the disclosing party. The obligation of this Article shall survive any expiration, cancellation or termination of this Agreement. 11.3 If any provision is held illegal, invalid or unenforceable, the remaining provisions of this Agreement shall be construed and interpreted to achieve the purposes of the Parties. 11.4 Risk of loss for all equipment and materials provided by VEREGY hereunder shall transfer to CUSTOMER upon delivery to CUSTOMER’s Facilities from VEREGY or its Subcontractor and title shall pass upon final acceptance or final payment by CUSTOMER to VEREGY, whichever occurs later. 11.5 Final notice or other communications required or permitted hereunder shall be sufficiently given if personally delivered to the person specified below, or if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: To VEREGY IN, LLC: Attention: To CUSTOMER: Attention: