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• <br /> circumstances existing at the time and known to the indemnifying party at the time the <br /> service was provided; or (c) errors made by the indemnifying party due to its reliance on <br /> facts and materials provided to the indemnifying party by the indemnified <br /> • Whenever the Client or the Advisor becomes aware of a claim with respect to which it <br /> may be entitled to indemnification hereunder, it shall promptly advise the other in writing <br /> of the nature of the claim. If the claim arises from a claim made against the indemnified <br /> party by a third party, the indemnifying party shall have the right, at its expense, to <br /> contest any such claim, to assume the defense thereof, to employ legal counsel in <br /> connection therewith, and to compromise or settle the same, provided that any <br /> compromise or settlement by the indemnifying party of such claim shall be deemed an <br /> admission of liability hereunder. The remedies set forth in this paragraph shall be the <br /> sole remedies available to either party against the other in connection with any <br /> Damages suffered by it. <br /> 5. Confidentiality: Disclosure of Information. <br /> 5.1 Client Information All information, files, records, memoranda and other data of <br /> the Client which the Client provides to the Advisor or which the Advisor becomes <br /> aware of in the performance of its duties hereunder ("Client Information") shall <br /> be deemed by the parties to be the property of the Client. The Advisor may <br /> disclose the Client Information to third parties in connection with the performance <br /> by it of its duties hereunder. <br /> 5.2 Advisor Information. The Client acknowledges that in connection with the <br /> performance by the Advisor of its duties hereunder, the Client may become <br /> aware of internal files, records, memoranda and other data, including without <br /> limitation computer programs of the Advisor ("Advisor Information"). The Client . <br /> acknowledges that all Advisor Information, except reports prepared by the <br /> Advisor for the Client, is confidential and proprietary to the Advisor, and agrees <br /> • that the Client will not, directly or indirectly, disclose the same or any art thereof <br /> to any person or entity except under the express written consent of the Advisor. <br /> 6. Miscellaneous. <br /> 6.1 Delegation of Duties. The Advisor shall not delegate its duties hereunder to any <br /> third party without the express written consent of the Client. <br /> 6.2 No Third Party Beneficiary. No third party shall have any rights or remedies <br /> under this Agreement. <br /> 6.3 Entire Contract: Amendment. The Agreement constitutes the entire agreement <br /> between the parties with respect to the subject matter hereof, and supersedes all <br /> prior written or oral negotiations, understandings or agreements with respect <br /> hereto. This Agreement may be amended in whole or in part by mutual consent <br /> of the parties, and this Agreement shall not preclude the Client and the Advisor <br /> from entering into separate agreements for other projects. <br /> 6.4 Governing Law. This Agreement shall be governed by and construed in <br /> accordance with the laws of the State of Minnesota. <br /> 6.5 Severability. To the extent any provision of this Agreement shall be determined <br /> invalid or unenforceable, the invalid or unenforceable portion shall be deleted <br /> from this Agreement, and the validity and enforceability of the remainder shall be <br /> unaffected. <br /> • <br /> 2 <br />