Section 5. Proprietary Information and Rights. Provider and Client each acknowledge thatthe other possesses and will continue to possess information that has been created, discovered ordeveloped by them and/or in which property rights have been assigned or otherwise conveyed to them,which information has commercial value and is not in the public domain. The proprietary informationof each Party will be and remain the sole property of such Party and its assigns. Each Party willuse the same degree of care which it normally uses to protect its own proprietary information toprevent disclosing to third parties the information of another that has beenidentified as proprietary by written notice. No Party will disclose or make any use of theinformation of another which has been identified as proprietary except as contemplated or requiredby the terms of this Agreement. Notwithstanding the foregoing, this Article won’t apply to anyinformation which a Party can demonstrate was, at the time of disclosure to it, in the publicdomain through no fault of such Party; was received after disclosure to it from a third party whohad a lawful right to disclose such information to it; or was independently developed by thereceiving Party.          Section 6. Warranties. Provider warrants only that it will utilize qualified personnel inperforming the Services and that said personnel will perform the Services in a workmanlike manner.Provider makes no warranties that its work product will be fit for a particular purpose or willachieve a particular business result, and Client waives any such warranties. Client agrees thatProvider’s total liability to Client for any claims, losses, expenses or damages whatsoever arisingout of or in any way related to this Agreement from any cause or causes, including breach of thewarranties contained in the section or negligence, shall not exceed the total of the payments madeby Client to Provider under this Agreement.          Section 7. Indemnification. Client shall indemnify, defend and hold harmless Provider andits respective directors, officers, unitholders, agents and employees from, against and in respectof any third party damages, claims, losses, charges, actions, suits, proceedings, deficiencies,sales taxes, excise taxes, ad valorem taxes, interest, penalties, reasonable attorneys’ fees andexpenses (“Losses”) imposed on, sustained, incurred or suffered by or asserted against any of theProvider, directly or indirectly relating to or arising out of the Services, except to the extentany Losses are due to the gross negligence or willful misconduct of Provider. The foregoingindemnification shall not apply to (a) claims asserted by Provider’s employees, (b) claims arisingout of motor vehicles being operated by Provider’s employees, or (c) personal injury claims arisingout of negligent acts on Provider’s premises.          Section 8. Solicitation of Employees. Client agrees that it will not, during the term ofthis Agreement and for one year after its termination or expiration, solicit or hire any ofProvider’s employees used in the performance of the Services.          Section 9. Amendment. This Agreement, or Schedule I to this Agreement, may be amended,modified or supplemented only by written agreement signed by the Parties.
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          Section 10. Governing Law, Venue. This Agreement shall be governed by, and construed inaccordance with, the laws of the State of Kansas, without reference to choice of law principles,including matters of construction, validity and performance. The parties agree that the state andfederal courts located in Johnson County, Kansas shall be the appropriate venue for any litigationarising from this Agreement.          Section 11. Notices. All notices, requests, demands, or other communications to Provider orClient shall be given by delivering such notice by United States mail or overnight courier to thefollowing addresses:     If to Client:          Samson Dental Practice Management, LLC