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North Carolina/Apex Standard Management Agreement 6
<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 Rill 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 went that such
<br /> information becomes available to the public otherwise than by the Cheat'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 MevoSite to leave the employ of MetroSite, or(ii.) hire or attempt to hire any
<br /> employee of MetroSite.
<br /> 7.4 EM;Lt_able 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(S 1,000,000).
<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 ($1,000,000).
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