Both Parties acknowledge that the knowledge and information of the other Party as related to that Party’s business and proprietary interests are highly confidential. Thus, each Party and its employees and agents agree not to disclose, during or after the term of the engagement, any information relative or pertinent to the other Party’s financial condition, operating conditions, business operations and plans, or other information identified as proprietary. This obligation of confidentiality does not apply to information that: (a) is or becomes publicly available; (b) is already in the recipient’s possession prior to receipt; (c) is independently created by the recipient without resort to the information provided by the opposite Party; or (d) is received from a third party without an obligation of confidence.
Client agrees any testimonial made on behalf of CPI may be used, in whole or in part, in connection with publicizing and promoting CPI. Client authorizes CPI, without further consideration, to use Client’s name, brief biographical information, and non-proprietary project information for descriptive purposes. Client hereby irrevocably authorizes CPI to copy, exhibit, publish or distribute the descriptive information for purposes of publicizing CPI’s services or for any other lawful purpose. Client agrees that it will make no monetary or other claim against CPI for the use of the descriptive information. Client statements may be used in printed publications, multimedia presentations, on CPI’s website, or in any other distribution media. All files and records related to Client’s business shall be the property of Client, and CPI shall not remove these files or records from Client’s facilities without the express consent of Client.
This Agreement contains the understanding of the parties hereto with respect to the subject matter contained herein and may be amended only by a written instrument executed by each of the parties or their respective personal representatives, successors, and/or assigns.
CPI WILL NOT BE LIABLE FOR INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA OR ITS USE OR LOST PROFITS OR OTHER ECONOMIC DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS LIMITATION OF CPI’S LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR OTHERWISE, INCLUDING NEGLIGENCE. Client’s right to recover damages is limited to the amounts paid to CPI hereunder. Client acknowledges this limitation of liability is part of the consideration and was considered by CPI in establishing the prices and rates to be charged to Client, which, but for this limitation, would have been higher.
For the term of this engagement and for a period of one year thereafter, Client hereby agrees not to hire, solicit, or accept solicitation of, through employment or otherwise, directly or indirectly, any of CPI’s employees. If such action occurs and results in a CPI employee accepting employment with the Client, Client hereby agrees to pay to CPI, as liquidated damages, that individual’s CPI annual compensation to offset such recruiting and training costs.
This engagement/agreement shall be deemed to have been entered into in the State of Indiana, and all questions concerning the validity, interpretation or performance of any its terms or provisions, or of any rights or obligations of the parties hereof, shall be governed by and resolved in accordance with the internal laws of the State of Indiana. Unless the parties to this agreement mutually agree in writing, all claims and disputes arising in connection with the making of and entering into or performance of the agreement will be finally settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date of this agreement as a single arbitrator appointed in accordance with such rules. The cost of the arbitrator and the cost of both parties of proceeding in arbitration, including, without limitation, reasonable attorney fees and expenses, will be borne as to each claim submitted to arbitration by the substantially non-prevailing party on that claim. The award of the arbitrator will be in writing and will contain findings of fact and conclusions concerning applicable law. Judgment upon the award rendered by the arbitrator may be entered in any court having proper jurisdiction. Should any litigation be commenced between the parties to this agreement, or the rights and duties of either party in relation thereto, the party prevailing in such litigation shall be entitled, in addition to such other relief that may be granted, to a reasonable sum for its attorney fees, court costs, and other reasonable litigation fees in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose. This agreement shall be binding upon and inure to the benefit of the parties to this agreement and their respective permitted successors.