Basic Contract And Consulting Services (Page 2 of 4) in pdf

Confidential Information

All information relating to Client that is known to be confidential or proprietary,

or which is clearly marked as such, shall be held in confidence by Consultant and shall not be

disclosed or used by Consultant except to the extent that such disclosure or use is reasonably

necessary to the performance of Consultant's Work.

All information relating to Consultant that is known to be confidential or

proprietary, or which is clearly marked as such, shall be held in confidence by Client and shall

not be disclosed or used by Client except to the extent that such disclosure or use is reasonably

necessary to the performance of Client's duties and obligations under this Agreement.

These obligations of confidentiality shall extend for a period of 360 days after the

termination of this agreement, but shall not apply with respect to information that is

independently developed by the parties, lawfully becomes a part of the public domain, or of

which the parties gained knowledge or possession free of any confidentiality obligation.

Warranty and Disclaimer

Consultant warrants that Consultant's Work will be provided in a workmanlike manner,

and in conformity with generally prevailing industry standards. THIS WARRANTY IS

EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR

IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR

A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS,

PROPOSALS OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF

THIS AGREEMENT.

Limitation of Remedies

Client's sole and exclusive remedy for any claim against Consultant with respect to the

quality of Consultant's Work shall be the correction by Consultant of any material defects or

deficiencies therein, of which Client notifies Consultant in writing within fourteen (14) days after

the completion of that portion of Consultant's Work. In the absence of any such notice,

Consultant's Work shall be deemed satisfactory to and accepted by Client.

Limitation of Liability

In no event shall Consultant be liable for any loss of profit or revenue by Client, or for

any other consequential, incidental, indirect or economic damages incurred or suffered by Client

arising as a result of or related to Consultant's Work, whether in contract, tort, or otherwise, even

if Client has advised of the possibility of such loss or damages. Client further agrees that the total

liability of Consultant for all claims of any kind arising as a result of or related to this

Agreement, or to any act or omission of Consultant, whether in contract, tort or otherwise, shall

not exceed an amount equal to the amount actually paid by Client to Consultant for Consultant's

Work during the three (3) month period preceding the date the claim arises. Client shall

indemnify and hold Consultant harmless against any claims by third parties, including all costs,

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