12 Limited Liability of Lord & Benoit, LLC - In no event shall the
liability of Lord & Benoit, LLC hereunder, for any claim, whether in contract
(including breach of warranty), or in tort (including negligence), exceed the
amount actually paid by CUSTOMER to Lord & Benoit, LLC hereunder.
Section 13 Disclaimer - LORD & BENOIT, LLC MAKES NO WARRANTIES EITHER EXPRESSED
OR IMPLIED AS TO THE HARDWARE OR SOFTWARE COMPONENTS WHICH MAY BE PROVIDED
HEREUNDER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
Section 14 Non-Solicitation - CUSTOMER hereby agrees that it will not employ,
nor make any offer or suggestion of employment to, any Lord & Benoit, LLC
employee, agent or subcontractor during the term of this Agreement, and for a
period of one year thereafter. In the event CUSTOMER breaches this provision,
CUSTOMER shall pay to Lord & Benoit, LLC, within 10 days of such hire, a sum
equal to 30% of the hired person's annualized ongoing compensation plus $15,000
representing Lord & Benoit's investment in specialized training of said
individual.
Section 15 Confidential Information
(a)
Lord & Benoit, LLC recognizes and acknowledges that CUSTOMER's confidential
information and proprietary processes, as well as CUSTOMER's business plans,
financial data, sales and marketing information and CUSTOMER information
(collectively, "CONFIDENTIAL INFORMATION"), are valuable, special and unique
assets of CUSTOMER's business. Although CUSTOMER cannot list completely in this
Agreement all of the CONFIDENTIAL INFORMATION with which Lord & Benoit, LLC may
come into contact during the term of this Agreement, Lord & Benoit, LLC
specifically acknowledges that the CUSTOMER's CONFIDENTIAL INFORMATION includes,
without limitation, all originals, copies and summaries of Customer's files,
documents, business records, computer programs, lists of customers and potential
customers, promotional materials, internal operating reports, account
projections, customer strategy information, employment and payroll records,
financial records, marketing information, employee manuals, personnel policy
manuals, billing reports, pricing information and strategies, contracts with
clients, subcontractors and others, client correspondence, and trade secrets,
confidential information, knowledge, data or other information of CUSTOMER
relating to products, processes, know-how, designs, formulas, test data, or
other subject matter pertaining to any present or potential business of CUSTOMER
(b)
Confidential Treatment During the term of this Agreement and after its
expiration, Lord & Benoit, LLC agrees that, except in the course of performing
its obligations under this Agreement, Lord & Benoit, LLC will not use any
CONFIDENTIAL INFORMATION for itself or others or communicate or disclose any
CONFIDENTIAL INFORMATION to any third party without CUSTOMER'S express prior
written consent During the term of this Agreement and after its expiration,
CUSTOMER agrees that, except in the course of performing its obligations under
this Agreement, CUSTOMER will not use any Lord & Benoit, LLC Confidential
Information for itself or others or communicate or disclose any Lord & Benoit,
LLC Confidential Information to any third party without Lord & Benoit, LLC's
express prior written consent
(c)
Return of confidential information Lord & Benoit, LLC agrees to return all
CONFIDENTIAL INFORMATION, including photocopies