R2012-67 AUTHORIZING AGREEMENT ALEXANDER OPEN SYSTEMS (AOS)

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Customer or AOS, damages for such breach on the part of AOS or AOS's agents, are agreed to be equal to the demonstrated employees or subcontractors in the cost of training a replacement for such performance of this Agreement, individual. This paragraph does not apply to excepting such liability as may arise out the hiring or solicitation of any individual who of Customer's negligence or willful did not become known to the hiring or misconduct. soliciting party as a result of the relationship 18. Confidentiality. For purposes of this between Customer and AOS created by this Agreement. Agreement, Customer's "Confidential Information" consists of: (a) all non-public 16. Insurance. AOS agrees to obtain such information (including but not limited to trade insurance as it deems necessary and/or secrets, proprietary information, and appropriate for the services to be provided information about products, business under each Addendum. methods and business plans) relating to Customer's business (or to the business of 17. Indemnification Customer's licensors, suppliers or other a. It is understood and agreed that, in trading partners) that is either marked or seeking the professional services of otherwise identified as confidential or AOS, Customer may be requesting AOS proprietary, or that a reasonable person to undertake uninsurable obligations for would understand to be considered the Customer's benefit and, in confidential by Customer (even if not so connection therewith, AOS may marked or identified); and (b) all information encounter the presence or potential that Customer is obligated by law to treat as presence of hazardous substances or confidential for the benefit of third parties, contaminants at Customer's site. including but not limited to personal, Therefore, Customer hereby indemnifies financial, and/or health information about and agrees to defend and hold AOS individuals who have applied for or harmless against and from any and all purchased financial products or services loss, cost, damage, liability and expense from Customer. AOS acknowledges that, in incurred by AOS arising from the connection with the performance of this presence or potential presence of any Agreement or otherwise in the course of its hazardous substance or contaminant at dealings with Customer, AOS may receive Customer's site. Such cost and Confidential Information from Customer or expense shall include, without limitation, may otherwise have access to or learn of (i) reasonable attorneys' fees and costs Customer's Confidential Information. In the of litigation, (ii) reasonable costs arising absence of Customer's prior written consent from any investigation of any to a specific disclosure or use, AOS will not governmental agency for purported disclose to any third party any of Customer's violation of any environmental law or Confidential Information, either orally or in regulation relating as hazardous writing, and will not appropriate any of substances; (iii) costs of any Customer's Confidential Information to investigative response, clean-up or AOS's own use or to the use of any third remedial actions with respect to the party. Confidential Information that is same; and any and all of the foregoing provided by Customer to AOS will be used which AOS may be required under any by AOS and its agents only for the purpose applicable law or regulation to take, for which it was provided, and access to cause to be taken, or pay for. such information will be restricted to individuals who require the information (or b. Except as provided in subparagraph a access to the information) to further that above, and to the extent provided in purpose. Without limiting any of the Section 34, AOS shall indemnify and foregoing, AOS will take at least such agrees to defend and hold Customer precautions to protect Customer's harmless against and from any and all Confidential Information as AOS takes to loss, cost, damage, liability and expense protect its own confidential information, and incurred by Customer as a result of in any event will take all precautions that are negligent acts, negligent errors, reasonably necessary to protect the security negligent omissions or willful misconduct of Customer's Confidential Information. 3 WA 867475.2