Terms and Conditions

CONFIDENTIAL AND PROPRIETARY INFORMATION

(a) Any confidential and proprietary information that the Company Service Providers heretofore developed, learned or became aware of as employees, directors, managers, officers, stockholders or members of a Party (collectively, the “Prior Confidential Information”) shall be protected under this agreement. Neither Party nor any of the individuals that provide the Services shall, either during or at any time after the Term, directly or indirectly, in any manner utilize or disclose any Confidential Information to any individual, firm, corporation, company, association or other entity without the prior consent of the other Party (unless legally compelled to do so, provided however, that only to the extent necessary to allow the provision of Services, the Company Entities and/or any of the individuals that provide the Services may disclose Confidential Information in a limited manner reasonably calculated to ensure non-disclosure of such information. The term “Confidential Information” does not include information, knowledge or factual data that: (A) becomes part of the public knowledge or literature, other than as a result of disclosure thereof by a Party or any of the individuals that provide the Services in breach of this Agreement; (B) was disclosed to the Company Entities, or any of the individuals that provide the Services on a non-confidential basis by a third party that is known by the Company Entities, or any of the individuals that provide the Services, after reasonable inquiry, to have the right to disclose the same; (C) was independently developed by the either Party, their affiliates or agents or any of the individuals that provide the Services; or (D) was already known to the Parties, their affiliates or agents or any of the individuals that provide the Services before they received such information and was not obtained from a source known by the Parties, their agents or any of the individuals that provide the Services, after reasonable inquiry, to have been prohibited from the right to disclose the same.

(b) If a Party or any individual that provides the Services on behalf of such Party becomes legally compelled (by deposition, interrogatory, request for documents, order, subpoena, civil investigative demand or similar process issued by a court of competent jurisdiction or by a governmental body) to disclose any Confidential Information, then such Party will give prompt prior notice of such requirement to the other Party so that the other Party or any of its affiliates may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement . If such protective order or other remedy is not obtained then only that portion of the Confidential Information that is required to be disclosed will be disclosed by such Party or the individual that provides the Services on behalf of such Party, and commercially reasonable efforts will be made by that Party to obtain assurance that confidential treatment will be accorded such portion of such Confidential Information; provided, the Party required to disclose the Confidential Information may require the other Party, to either (i) advance the third party costs and expenses necessary for such Party to seek to obtain such confidential treatment or (ii) reimburse its out-of-pocket costs and expenses incurred to seek to obtain such assurance of confidential treatment hereunder.  

(c) The provisions herein governing Confidential Information shall be separate and in addition to any other agreements or obligations that each Party and their partners, employees, or agents may be subject to regarding the confidential, trade secret and/or proprietary nature of information related to the other Party or its affiliates and the provisions set forth herein shall not in any way supersede or otherwise limit any such other agreements or obligations. Notwithstanding the foregoing, the provisions herein governing Confidential Information shall supersede any other agreements or obligations regarding such information only to the extent necessary to allow the Services to be performed as contemplated by this Agreement.

DISPUTE RESOLUTION

If a Dispute arises then either Party may deliver to the other Party a written notice along with reasonable supporting detail (a “Dispute Notice”) with respect to such Dispute and the Parties shall negotiate in good faith to resolve any such Dispute, and any resolution agreed to in writing by the Parties shall be final and binding upon the Parties. If the Parties have not reached a final resolution within thirty (30) days from the date of delivery of any Dispute Notice, then each Party shall have the right to cause the matter to be submitted to an arbitrator, who shall be selected by the American Arbitration Association and shall have expertise in the subject matter of the Dispute Notice (the “Arbitrator”), whose written final decision shall be final and binding upon the Parties. The fees, expenses, and costs of the Arbitrator shall be borne equally by each Party except to the extent specifically awarded otherwise by the Arbitrator. All materials submitted to the Arbitrator (including the final decision of the Arbitrator) shall be considered Confidential Information and subject to the Confidential Information section hereof.

ENTIRE AGREEMENT; WAIVERS AND AMENDMENTS 

This Agreement sets forth the entire understanding between the Company and Client relating to the subject matter hereof, superseding all prior understandings and agreements, whether written or oral. Except as provided herein, this Agreement shall not be modified or amended, and no provision hereof shall be waived, except by an instrument in writing signed by each of the Parties hereto, or in the case of a waiver, by the Party hereto against whom such waiver is sought to be enforced.    

 SUCCESSORS AND ASSIGNS

The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, either Party (or such Party’s permitted successive assignees or transferees hereunder) may assign or transfer this Agreement as a whole without consent to one or more of such Party’s affiliates or to an entity that succeeds to all or substantially all of the business or assets of such Party.

 NO THIRD-PARTY BENEFICIARIES 

Except as provided in the preceding sentence, nothing in this Agreement shall confer any rights upon any person which is not a party or a successor or permitted assignee of a party to this Agreement.

GOVERNING LAW 

This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Maryland, without regard to the conflict of laws principles thereof.