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lV. PROPRIETARY RIGHTS AND DISCLOSURE
<br />The written report required under Section II. (0.) shall become the sole property of CLIENT after payment to DRL of the TOTAL
<br />AMOUNT required in Section III. The survey questionnaires and replies and all related data, materials and information shall
<br />remain the property of DRL. DRL agrees not to divulge or use for any purpose, including but not limited to advertising and
<br />public relations, the information obtained in the survey without the written consent of CLIENT; provided, however, if the
<br />data or results of the survey are directly or indirectly made public by CLIENT or anyone else, DRL may make public the
<br />following information: the population from which the sample was taken, the method of obtaining the interviews, including the
<br />size and design of the sample, and the basis of the data if the sample is less than the total sample, the dates and times
<br />when the interviews were conducted, the exact wording of questions asked and the client's name. CLIENT agrees that if it or
<br />anyone else acting on its behalf wishes to release in whole or in part to the public by press release, speech, or otherwise.
<br />the data or results.df the survey or contents of the written report, that CLIENT or such other person will first notify P.L
<br />in writing, and that there will be also stated in the release, speech, or otherwise, that the survey was done by DECISION
<br />RESOURCES, LIMITED, OF MINNEAPOLIS, MINNESOTA. CLIENT agrees, at all times both during the term of this Agreement and
<br />thereafter, to keep in confidence all knowledge or information as to the processes, methods and techniques of DRL and not to
<br />disclose or make known such knowledge or information to any ether person, firm, corporation or organization, including nut
<br />not limited to competitors of DAL, except when specifically authorized to do so in writing by DRL. CLIENT further under-
<br />stands and agrees that the names and addresses of interviewers used by DRL and the names and/or addresses of persons sampled
<br />are confidential and will not be made available to CLIENT.
<br />V. EXCLUSION OF WARRANTIES
<br />DRL agrees to utilize its best efforts to insure the accriracy of any survey by it pursuant to this Agreement. However, it is
<br />specifically understood and agreed that nothing in this Agreement, or any survey or written report furnished under Section
<br />li. (0.), shall be considered as either a prediction or guarantee of the results of any election or the outcome of any event,
<br />and any representations or warranties, express or implied, to that effect are hereby excluded. In addition, DRL shall not to
<br />responsible or liable for any.fallure by it to conduct any survey or render any written report if such failure results Arm
<br />labor disturbances, fires, floods, wars, riots, civil disturbances and other events beyond the control of DRL.
<br />VI. ARBITRATION
<br />The parties agree that any dispute arising under this Agreement shall be resolved under the rules and procedures of the
<br />American Arbitration Association as applicable under Minnesota law and that any such proceedings shall be conducted in
<br />Minnesota.
<br />VII. LIQUIDATED DAMAGES
<br />In the event CLIENT fails to make timely payment under Section III !B.), DRL shall be entitled to liquidated damages equal to
<br />fifteen percent 115X) of the TOTAL AMOUNT due. The parties expressly agree that this provision is in recognition of the fact
<br />that ORL's damages are Incapable of precise measurement due to costs associated with lost opportunities, generating samples.
<br />questionnaire design, phone facility scheduling, and staff time.
<br />VIII. MODIFICATIONS
<br />Modifications of this Agreement shall not be enforceable unless in writing and signed by the party to be charged. Neither
<br />parties' waiver of any rights due him under this Agreement shall have the effect of waiving other or subsequent rights eme
<br />hereunder.
<br />IX. MISCELLANEOUS
<br />(A.) This Agreement merges and supersedes all other agreements, verbal and written, between the parties and represents all
<br />agreements between them and binds their administrators, heirs, successors and assigns.
<br />(R.) Any provision of this Agreement which may be held unenforceable shall be severable and the balance of the Agreement
<br />enforced.
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