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<br /> (C.) All fees due under this agreement shall be payable by ordinary check, except that DRL reserves the right to require
<br /> ayment by certified check, after having given CLIENT three days notice of such requirement.
<br /> IV. PROPRIETARY RIGHTS AND DISCLOSURE
<br /> The written report required under Section II. (D.) shalt 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 of the survey or contents of the written report, that CLIENT or such other person will first notify DRL
<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 other person, firm, corporation or organization, including but
<br /> not limited to competitors of DRL, 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 accuracy of any survey by it pursuant to this Agreement. However, it is
<br /> s�pecifically understood and agreed that nothing in this Agreement, or any survey or written report furnished under Section
<br /> I. (D.), 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 be
<br /> responsible or liable for any failure by it to conduct any survey or render any written report if such failure results from
<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 (15%) of the TOTAL AMOUNT due. The parties expressly agree that this provision is in recognition of the fact
<br /> that DRL'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 due
<br /> hereunder.
<br /> IX. MISCELLANEOUS
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<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. 1
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