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DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047
<br /> Ms. Laurie Paolicelli
<br /> June 3, 2016
<br /> Page 11 of 13
<br /> 2. Reports. Any reports prepared by CSL are valid only when presented in their entirety and only for
<br /> the purpose stated therein. It is expressly understood that (a) CSL's reports, suggestions, analyses
<br /> and conclusions, if any, do not, in whole or in part, constitute a fairness or solvency opinion or a
<br /> feasibility report and (b) CSL will not perform any review, audit or other attestation procedures with
<br /> respect to financial information as defined by the American Institute of Certified Public Accountants
<br /> and will not issue any opinion, report or other form of assurance with respect to any financial
<br /> information. There will usually be differences between the estimated and actual results because
<br /> events and circumstances frequently do not occur as expected, and those differences may be material.
<br /> Should the Client have any reservations with regard to the estimates, we will discuss them with the
<br /> Client before the report is issued. Any partially completed work products and drafts presented to the
<br /> Client are for internal use only.
<br /> 3. Confidentiality. CSL will maintain the fact of this engagement along with all aspects of the
<br /> engagement in strict confidence, not disclosing to any third party. Client understands and agrees that
<br /> CSL shall be the owner of all methods, techniques, processes and skills and adaptations thereof
<br /> (including, without limitation, generalized features of the sequence, structure and organization) of any
<br /> work product resulting from CSL's services. CSL understands and agrees that Client shall be the sole
<br /> owner of all products resulting from or related to CSL's services, including, without limitation, all
<br /> survey data, feasibility studies, revenue potential analyses, market demand analyses, and any other
<br /> documents or summaries of the findings or results of any analysis related to this agreement. All
<br /> confidential information provided by the Client shall remain Client's sole property. CSL will preserve
<br /> the confidential nature of information received from the Client in accordance with CSL's established
<br /> policies and practices. Neither Client nor CSL shall reference the other's name or anything related to
<br /> this engagement without the other's prior written consent, except as may be required by law in which
<br /> case, consent of the other party shall not be required. The Client agrees that any reports, analyses or
<br /> other documents prepared by CSL will be used only in compliance with these terms, conditions,
<br /> applicable laws, and regulations.
<br /> 4. Property. To the extent that CSL utilizes any of its property (including, without limitation,
<br /> proprietary databases, proprietary information, any hardware or software) in connection with its
<br /> services, such property shall remain the property of CSL, and the Client shall not acquire any right or
<br /> interest in such property. CSL shall have ownership (including, without limitation, copyright ownership)
<br /> and all rights to use and disclose its ideas, concepts, know-how, methods, techniques, processes and
<br /> skills, and adaptations thereof (including, without limitation, generalized features of the sequence,
<br /> structure and organization) in conducting its business, and the Client shall not assert or cause to be
<br /> asserted against CSL or its personnel any prohibition or restraint from so doing. However, all products
<br /> resulting from or related to CSL's services, including, without limitation, all survey data, feasibility
<br /> studies, revenue potential analyses, market demand analyses, and any other documents or summaries
<br /> of the findings or results of any analysis related to this agreement shall be deemed works for hire that
<br /> Client owns.
<br /> 5. Limitation on Warranties. This is a consulting services agreement. CSL represents and warrants
<br /> that it shall provide the services in good faith using commercially reasonable efforts. CSL disclaims
<br /> and Client hereby expressly waives any and all claims based on any other representations and
<br /> warranties, whether express, implied or otherwise, including, without limitation, warranties of
<br /> merchantability and fitness for a particular purpose.
<br /> 6. Indemnification. The Client and its affiliates shall indemnify and hold harmless CSL, its members,
<br /> principals, and employees from and against any and all causes of actions, losses, damages, claims,
<br /> liabilities, costs, and expenses (including, without limitation, legal fees and expenses) which may be
<br /> asserted, brought against, paid or incurred by any of them at any time in any way arising out of or
<br /> relating to CSL's services, except to the extent it is finally judicially determined that such losses have
<br /> resulted from the willful misconduct of CSL. CSL and its affiliates shall indemnify and hold harmless
<br /> the Client, its members, principals, and employees from and against any and all causes of actions,
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