Article 10 - CONFIDENTIAL OR PROPRIETARY INFORMATION
8point8 and Client will treat Confidential Information received from the other Party with the same degree of care and security as such Party would use with respect to such Party’s own Confidential Information, but not less than a reasonable degree of care.
8point8 and Client agree that they shall:
a) Not disclose the confidential and/or proprietary information by any means not authorized by the other Party to any third parties;
b) Not copy or duplicate the confidential and/or proprietary information unless expressly consented by the other Party;
c) Not disclose the confidential and/or proprietary information by any unauthorized means to any third parties following the termination of this agreement;
d) Inform each other immediately if either Party becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.
Article 11 - PORTFOLIO USE
8point8 shall NOT be permitted to use produced items of work paid for by the Client in 8point8's professional portfolio, even after such items have been made public by the Client.
Article 12 - INDEMNIFICATION and NON-DISPARAGEMENT
8point8 and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from the other's acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
The Parties agree that, at all times during and after the validity of this Agreement, they shall use reasonable and good faith efforts to ensure that neither Party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of other Party. The Parties further agree to do nothing that would damage the other's business reputation or goodwill; provided, however, that nothing in this Service Agreement shall prohibit either Party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.
Article 13 - BENEFIT
This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto, and to their respective heirs, representatives, successors, and assigns.
Article 14 - NOTICES AND COMMUNICATION
All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and specifically addressed to the Parties except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving party has received the Notice and (b) the party giving the Notice has complied with the requirements of this Section.
Article 15 - FORCE MAJEURE
The Client cannot hold 8point8 liable for any failure to perform or provide its services due to causes beyond 8point8's reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
Article 16 - ENTIRE AGREEMENT
Any titles or headings are not to be considered a part of this Service Agreement and are not intended to be a full and accurate description of the contents hereof.
This Agreement constitutes the entire understanding and agreement of the Parties, and any and all prior agreements, understandings, and representations, written, oral or otherwise, are hereby terminated and canceled in their entirety and are of no further force and effect. The Client may not assign its rights or delegate its obligations hereunder without the prior written consent of 8point8, and any attempted assignment without 8point8's consent shall be void.
The Parties acknowledge and agree that this Agreement will be executed by electronic signature and that this method of signature is conclusive of the Parties' intention to be legally bound by this Service Agreement.
The Parties acknowledge that they have thoroughly reviewed this Agreement and execute the same as follows: