|
Copfitlentiality. SIMPLYNEW will preserve the confidential nature of information received
<br />from the Client in accordance with SIMPLYNEW's established policies and practices. The Client
<br />agrees not to reference SIMPLYNEW's name or any Documentation, analyses or other
<br />documents prepared by SIMPLYNEW, in whole or in part, in any document distributed to third
<br />parties without SIMPLYNEW's prior written consent. The Client agrees that any Documentation,
<br />analyses or other documents prepared by SIMPLYNEW will be used only in compliance with
<br />these terms, conditions, applicable laws, and regulations. SIMPLYNEW recognizes that Client is
<br />a public agency under Indiana law and is subject to the requirements of the Indiana Access to
<br />Public Records Act (APRA).
<br />Property. To the extent that SIMPLYNEW utilizes any of its property (including, without
<br />limitation, proprietary databases, proprietary information, any hardware or software) in
<br />connection with its services, such property shall remain the property of SIMPLYNEW, and the
<br />Client shall not acquire any right or interest in such property. SIMPLYNEW shall have ownership
<br />(including, without limitation, copyright ownership) and all rights to use and disclose its ideas,
<br />concepts, know-how, methods, techniques, processes and skills, and adaptations thereof
<br />(including, without limitation, generalized features of the sequence, structure and organization
<br />of any works of authorship) in conducting its business, and the Client shall not assert or cause to
<br />be asserted against 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 FUTURE
<br />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 THE
<br />CLIENT FOR ANY LOSSES, DAMAGES, CLAIMS, LIABILITIES, COSTS, OR EXPENSES IN ANY
<br />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 SERVICES.
<br />IN NO EVENT SHALL SIMPLYNEW, ITS MEMBERS, PRINCIPALS, OR EMPLOYEES BE LIABLE
<br />FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY LOSS,
<br />DAMAGE, COST, OR EXPENSE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND
<br />OPPORTUNITY COSTS). THE PROVISIONS OF THIS LETTER SHALL APPLY REGARDLESS OF
<br />THE FORM OF ACTION, WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT
<br />LIMITATION, NEGLIGENCE), OR OTHERWISE, AND SHALL SURVIVE THE COMPLETION OR
<br />TERMINATION OF THIS ENGAGEMENT.
<br />
|