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STATEMENT (WHETHER ORAL OR WRITTEN) OR 4.09 Confidentiality and Non-disclosure
<br /> ACTIONS OF EITHER PARTY TO THIS AGREEMENT. A. Both Parties acknowledge that, in the course of
<br /> C. In the event of any dispute and/or legal action arising
<br /> performing this Agreement, certain employees, agentsents or
<br /> representatives may be exposed to or acquire information
<br /> from an interpretation and/or the performance of any of the p Y p q
<br /> provisions of this Agreement,the Parties hereby agree that the which is proprietary or confidential. Such proprietary and
<br /> prevailing Party shall be awarded reasonable attorney's fees confidential information may include without limitation
<br /> and costs, including but not limited to, the cost of paralegals, information related to research, development, designs, plans,
<br /> accountants and attorney's fees and costs of appellate reports, investigations, materials, data, pricing, trade secrets,
<br /> proceedings,if applicable. customer lists,salaries,or business information("Confidential
<br /> and Proprietary Information").
<br /> 4.06 Successors,Assigns, and Beneficiaries B. Both Parties agree to hold each other's Proprietary and
<br /> A. Neither party shall assign this Agreement without Confidential Information in strict confidence and not to make
<br /> the prior written consent of the other, which shall not be each other's Proprietary and Confidential Information
<br /> unreasonably withheld, except that without securing such prior available in any form to any third party or to use each other's
<br /> consent either party shall have the right to assign this Proprietary and Confidential Information for any other
<br /> Agreement, and all obligations hereunder, to any successor by purpose than for the performance of work under the
<br /> I
<br /> wayof merger or consolidation or the acquisition of all r
<br /> g q o implementation of this Agreement.
<br /> substantially all of the business and assets of the party relating
<br /> to the subject matter of these terms. This right shall be retained 4.10 EEO Statement
<br /> provided that such successor shall expressly assume all of the A. The Employment Equal q p oyment Opportunity Clause, effective
<br /> obligations and liabilities of the assigning party under the February 9, 1981,is included herein verbatim for this contract.
<br /> Agreement.Any assignment in violation of this paragraph shall
<br /> be void. The terms and conditions of this Agreement shall be In the event of the Contractor's noncompliance with the
<br /> binding upon and enforceable by the successor and permanent provisions of this Equal Employment Opportunity Clause, the
<br /> assign of the assigning party. Illinois Human Rights Act or the Rules and Regulations of the
<br /> Illinois Department of Human Rights ("Department"), the
<br /> B. All duties and responsibilities undertaken pursuant to Contractor may be declared ineligible for future contracts or
<br /> this Agreement will be for the sole and exclusive benefit of subcontracts with the State of Illinois or any of its political
<br /> Client and ADS and not for the benefit of any other third Party. subdivisions or municipal corporations, and the contract may
<br /> be canceled or voided in whole or in part, and such other
<br /> 4.07 Limitation of Liability sanctions or penalties may be imposed or remedies invoked as
<br /> A. TO THE EXTENT PERMITTED BY APPLICABLE provided by statute or regulation. During the performance of
<br /> LAW, IN NO EVENT SHALL ADS, OR ANY OF ITS this contract, the Contractor agrees as follows:
<br /> AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR
<br /> PARENT COROPRATIONS, BE LIABLE TO ANY (1) That it will not discriminate against any employee
<br /> PERSON, FIRM OR ENTITY, INCLUDING, BUT NOT or applicant for employment because of race, color, religion,
<br /> LIMITED TO CLIENT, FOR ANY INDIRECT, PUNITIVE, sex,marital status,national origin or ancestry,age,physical or i
<br /> EXEMPLARY, SPECIAL, INCIDENTAL OR mental handicap unrelated to ability, or an unfavorable �
<br /> CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT discharge from military service; and further that it will
<br /> LIMITED TO LOST PROFITS, BUSINESS examine all job classifications to determine if minority
<br /> INTERRUPTION,LOST DATA, LOST REVENUE AND/OR Persons or women are underutilized and will take appropriate
<br /> LOST SAVINGS, EVEN IF CLIENT HAS BEEN ADVISED affirmative action to rectify any such under utilization.
<br /> OF THEIR POSSIBLE EXISTENCE OR IF SAME WERE
<br /> REASONABLY FORESEEABLE. (2) That, if it hires additional employees in order to
<br /> perform this contract or any portion thereof, it will determine
<br /> 4.08 Force Majeure the availability (in accordance with the Department's Rules
<br /> A. Neither Client nor ADS shall hold the other responsible and Regulations)of minorities and women in the area(s) from
<br /> for damages or delays in performance caused by Force Majeure Which it may reasonably recruit and it will hire for each job
<br /> or other events beyond the control of the other Party which classification for which employees are hired in such a way
<br /> could not reasonably have been anticipated or prevented. Force that minorities and women are not underutilized:
<br /> Majeure shall include, but not be limited to, unusually severe
<br /> weather, floods, power outages, epidemics, war, acts of (3) That, in all solicitations or advertisements for
<br /> terrorism, riots, strikes, lockouts, exercise of police power, employees placed by it or on its behalf, it will state that all
<br /> condemnation or eminent domain. The foregoing shall not give applicants will be afforded equal opportunity without
<br /> discrimination because of race, color, religion, sex, marital
<br /> rise to any claims or damages or be considered a waiver by
<br /> status, national origin or ancestry, age, physical or mental
<br /> either Party of the obligations of this Agreement.
<br /> handicap unrelated to ability, or an unfavorable discharge
<br /> QF 172009 Rev CO 03/31/2014 Uncontrolled Copy 3 ADS LLC
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