2002 S ERCD - TRC Garrow Associates, Inc. for a Cultural and Archaeological Survey

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consent of the other party. Nothing contained within this Article shall prevent either party from disclosing to others, or using in any manner, infomiation which has been published and has become part of the public domain other than by acts, omissions, or fault of either party; has been furnished or made known to either party by third parties directly or indirectly; or was developed independently by either party. Orange County acknowledges the proprietary information claim of TRC contained in its proposal. Orange County agrees, consistent with the public records law of North Carolina, to assert that claim. Orange County and TRC acknowledge that Orange County is a local government and a political subdivision of the State of North Carolina and as such is subject to the Public Records Laws of the State of North Carolina. Orange County 's agreement contained in this paragraph to protect TRC's proprietary information dces not require Orange County to violate any such laws and dces not require Orange County to litigate and pay for the litigation of the right to withhold access, copies, use or confidentiality of the proprietary information. Orange County agrees to notify TRC of any claim it receives, under the Public Records Laws of North Carolina, for access, copies or use of the proprietary information and agrees that TRC may, at its election and expense, defend the claim in Orange County's name provided TRC agrees in writing, before undertaking such a defense, to indemnify and hold Orange County, its officials and employees, harmless from any consequence of the defense. Nothing in this section requires Orange County its officials or employees; to subject itself and themselves to criminal liability and each may independently act in good faith to protect itself and themselves from criminal liability. Orange County is not responsible, in money damages, for the access, use, or copying of the proprietary information that is not authorized by Orange County. Orange County agrees, in good faith, to take all reasonable steps to prevent the unauthorized use or transfer of the proprietary information. 5.2 In the event that either party shall be required by subpoena, court, or administrative order to disclose any of the information deemed by this Agreement to be confidential and/or proprietary, that party shall give immediate written notice to the other party. Upon receipt of the notice, the party whose information may be disclosed shall have the right to interpose all objections to the disclosure as long as those interpositions do not prejudice the position or rights of TRC. ARTICLE 6. WARRANTY 6.1 In performing services, TRC agrees to exercise professional judgment made on the basis of the information available to TRC, and to use the same degree of care and skill ordinarily exercised in similar circumstances by reputable clients performing comparable services. This standard of care shall be judged as of the time and place the services aze rendered, and not according to later standards. Reasonable people may disagree on matters involving professional judgment and, accordingly, a difference of opinion on a question of professional judgment shall not excuse ERCD from paying for services rendered or result in liability to TRC. 6.2 If any failure to ~et the foregoing Warranty appears within six (6) months from the date of completion of the Services and TRC is promptly notified thereof in writing, TRC will at its option and expense re-perform the non-confornung work or refund the amount of compensation paid to TRC for such non-confornung services. In no event shall TRC be required to bear the cost of gaining access in order to perform its Warranty obligations. 011iEN•T&C.DOC Paee 3 of 7