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<br />party claims alleging personal injury or property damage, arising out of willful acts or gross negligence of the Indemnifying Party or its
<br />employees under this Agreement. The Indemnified Party shall notify the Indemnifying Party promptly in writing of any such claim, and
<br />the Indemnifying Party shall have the sole control of the defense and all related settlement negotiations (unless any settlement involves
<br />anything other than the payment of money exclusively by the Indemnifying Party). The Indemnified Party shall provide the Indemnifying
<br />Party with reasonable assistance, information, and. authority to perform the above.
<br />11. Confidential lnforrnation.
<br />Each Party agrees that any information concerning the other's business activities, including but not limited to, products, trade secrets,
<br />and technical knowledge disclosed to it (the "Receiving Party") by the other Party (the "Disclosing Party") in the course of fulfilling the
<br />terms of this Agreement ("Confidential Information"} shall not, without the Disclosing Party's written authorization, be disclosed to any
<br />other party or used by the Receiving Party for its own benefit except as contemplated by this Agreement. The Receiving Party shall
<br />protect the confidentiality of the Confidential Information using at least the same- measures it takes to protect its own Confidentiai
<br />Information, and the Confidential Information shall be returned upon the Disclosing-Party's request.
<br />1z. Relationship of Parties.
<br />Neither Party shali have authority to bind the other except to the extent expressly authorized herein. The Parties shall remain as
<br />independent contractors at all times and nothing in this Agreement shall be construed as creating a partnership, joint venture,
<br />employer-employee relationship, pooling arrangement, or formal business organization of any kind. This Agreement shall not otherwise
<br />limit the rights of either Party to subcontract, market, sell, lease, license, or otherwise conduct its business.
<br />13. PUbIICIty.
<br />Neither Party shall reference. that this Agreement has been entered into, tha# there is a business relationship between the Parties, or
<br />utilize the name or logo of the other Party or any affiliate thereof in any marketing materials without the other Party's consent. Skylight
<br />may identify Client (using Client's name and logo) in a listing or display of SkylPght's client list, and upon written approval of the
<br />individual, utilize testimonials given by Client or Client employees. The Parties agree to develop and- release an announcement of this
<br />relationship and the services to be provided to Client within six (6) months of the Effective Date of the Agreement.
<br />14. Limitation of Liability.
<br />Skylight's liability {whether in contract, tort, negligence, strict liability, by statute, or otherwise) to Client or to any third party concerning
<br />performance or non-performance or otherwise related to this Agreement shall in the aggregate be limited to direct and actual damages.
<br />IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR
<br />INDIRECT DAMAGES OR EXPENSES {INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR OTHER ECONOMIC LOSS, LOST
<br />REIMBURSEMENTS, LOST DATA, OR LOST SAVINGS), EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF THE
<br />OCCURRENCE OF SUCH DAMAGES.
<br />15. MisceNaneous.
<br />a. Neither Party may assign or transfer its interest hereunder without the prior written consent of the other Party, except that
<br />either Party may, upon thirty (30) days written notice to the other Party (which notice shall include the completed Skylight
<br />Paycard Client Application for such assignee, in the case of an assignment by Client), assign this Agreement upon the
<br />merger, consolidation, sale or transfer of all or substantially all of that Party's assets; provided that the successor shall agree
<br />in writing to be bounds by the terms hereof.
<br />b. Skyltght will use reasonable efforts to provide the Program and perform its duties in a prompt fashion, but will not be liable for
<br />temporary failure to perform due to acts beyond our control including but not limited to, Acts of God, Government restrictions,
<br />wars, insurrections and/or other cause beyond the reasonable control of Skylight, including but not limited to network failures
<br />outside the control of Skylight.
<br />c. This Agreement shall be governed by and construed in accordance with the federal laws of the United States and the State of
<br />Georgia, without regard to the conflict of laws provisions thereof.
<br />d. The Parties shall attempt in good faith to resolve any controversy or claim arising between them out of or in connection with
<br />the provisions of this Agreement through amicable discussions between appropriate executives of each Party. Each Party's
<br />representative(s) shall be granted the authority by their respective organization to resolve the Dispute, and commit and bind
<br />their respective organization to any agreement reached at the meeting. During the course of such negotiation, all reasonable
<br />requests made by one Party to the other for information will be honored in order that each of the Parties may be fully advised
<br />as to the matters under discussion.
<br />e. This Agreement contains the entire understanding between Client and Skylight with respect to the subject matter hereof and
<br />there is no other oral or written agreements or understandings. This Agreement and any SOW may only be amended or
<br />modified by a writing signed by both Client and Skylight.
<br />Signatures on following page.
<br />Skylight -Paycard Services Agreement (Confidential) Page 13
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