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North Carolina/Apex Standard Management Agreement
<br />November 16, 1998
<br />arising out of any negligent or willful act or omission by Client, any breach of the Client's obligations under the
<br />Agreement, or any defect or unsafe or dangerous condition existing on Premises owned by Client.
<br />6.2 Political Subdivisions. Client represents and warrants to MetroSite that it has full right, power and
<br />authority to enter into this Agreement and to bind Client's affiliates, subsidiaries and political subdivisions to this
<br />Agreement.
<br />7. RESTRICTIVE COVENANTS
<br />7.1 Confidential Information Subject to the laws of the State of North Carolina pertaining to public records
<br />or unless authorized or instructed in writing by MetroSite, the Client shall not, during or at any time after the term
<br />of this Agreement except as required in the conduct of MetroSite's business, disclose to others, or use, or permit to
<br />be disclosed to others or used, any of MetroSite's works, ideas, information, or knowledge which the Client may
<br />obtain during the course of or in connection with the services provided by MetroSite, including such works, ideas,
<br />information, or knowledge relating to systems, software, research and/or development, designs, compositions,
<br />formulae, processes, business methods, present and prospective customers of MetroSite, business dealings with
<br />such customers, prospective marketing, promotion, sales and advertising programs and strategies. Irrespective of
<br />whether or not such inventions, discoveries, works, ideas, information, knowledge or data have been identified by
<br />MetroSite as secret or confidential, unless and until, and then to the extent and only to the extent that such
<br />information becomes available to the public otherwise than by the Client's act or omission, all inventions,
<br />discoveries, works, ideas, information, knowledge, and data described or referred to in this Section 8 are referred to
<br />herein collectively as "Confidential Information ".
<br />7.2 Essence of Agreement. The Client acknowledges (i.) that the use, misappropriation or disclosure of the
<br />Confidential Information (as defined in Section 7.1) would constitute a breach of trust and cause irreparable injury
<br />to MetroSite, (ii.) that all such Confidential Information is the property of MetroSite, and (iii.) that it is essential to
<br />the protection of the goodwill and to the maintenance of MetroSite's competitive position that the Confidential
<br />Information not be disclosed by the Client to others or used by the Client to the Client's own advantage or the
<br />advantage of others. The Client further acknowledges that the Client's agreement to the provisions of this Article 8
<br />and the enforceability of such provisions against the Client are an essential element of this Agreement and that,
<br />absent such provisions and the enforceability thereof MetroSite would not (i.) engage the Client, nor (ii.) permit the
<br />Client access to and use of Confidential Information.
<br />7.3 Non - solicitation. During the term of this Agreement and for 180 days thereafter, the Client shall not (i.)
<br />solicit or induce any employee of MetroSite to leave the employ of MetroSite, or (ii.) hire or attempt to hire any
<br />employee of MetroSite.
<br />7.4 Equitable Relief. The Client acknowledges that the provisions of Article 6 and 7 of this Agreement are
<br />material to MetroSite, that MetroSite would not have entered into this Agreement if it did not include Articles 6 and
<br />7, and that the damages sustained by MetroSite as a result of a breach of those Articles cannot be adequately
<br />remedied by damages at law. MetroSite shall be entitled to injunctive and any other equitable relief to prevent or
<br />curtail any breach of Articles 6 and 7 of this Agreement, in addition to any other remedy it may have at law.
<br />8. INSURANCE
<br />MetroSite shall maintain, at its expense, a policy or policies of insurance for each type of coverage and with the
<br />minimum limits stated below:
<br />(a) Commercial general liability insurance and errors and omissions insurance, including broad form
<br />contractual coverage, insuring against liability arising out of or based upon any act or omission of MetroSite, its
<br />officers, directors, members, employees and agents. Such insurance shall provide coverage to a limit of not less
<br />than One Million Dollars (81,000,000).
<br />(b) Comprehensive automobile liability insurance covering liability arising out of or based upon the use of
<br />any owned, hired or non -owned automobile or other automobile equipment. Such insurance shall provide coverage
<br />to a limit of not less than One Million Dollars (S 1,000,000).
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