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assistance before dispatch is determined to be necessary. Once on-site support is determined necessary by
<br />Dynamic Quest, an engineer will be dispatched based on the priority level of the ticket. Dispatch to Customer’s site
<br />location will only occur in the event that resolution cannot be performed remotely. Customer must provide Dynamic
<br />Quest’s dispatched employee with a safe working environment that complies with all applicable safety and health
<br />laws, including all OSHA requirements, and shall provide the dispatched employee with all health and safety
<br />equipment needed to perform the work, including without limitation, a hard hat, face shield, safety goggles, hearing
<br />protection, etc. Dynamic Quest’s dispatched employee may refuse to perform any work on site if such dispatched
<br />employee, in his/her sole discretion, determines that there is a threat to his/her health or safety. In such instance, the
<br />dispatched employee may leave the site and immediately report the concerns to Dynamic Quest management, which
<br />shall communicate with the Customer to reach a mutually agreeable resolution of the health or safety concern. If the
<br />health or safety concern cannot be resolved to the satisfaction of Dynamic Quest, Dynamic Quest shall be absolved
<br />of the requirement to provide those specific on-site services. Should onsite resolution be required all work
<br />performed by Dynamic Quest will be charged at the Customer’s standard hourly rate regardless of scope of work.
<br />21.Prior to the termination of this Agreement and each Addendum governed hereby and for the twelve (12)-month
<br />period thereafter, each party agrees not to hire or solicit for employment (or as an individual independent contractor)
<br />any employee, independent contractor or agent (each a “Restricted Employee”) of the other party unless such
<br />Restricted Employee has been unemployed by the other party for a period of twenty-four (24) consecutive months. If
<br />this Section 21is breached by the hiring of a Restricted Employee of Customer or Dynamic Quest, damages for such
<br />breach are agreed to be equal to the demonstrated cost of finding, sourcing, and training a replacement for the
<br />Restricted Employee plus one-half (1/2) of the hired Restricted Employee’s annual salary not including benefits.
<br />22.It is understood and agreed that, in seeking the professional services of Dynamic Quest, Customer may be
<br />requesting Dynamic Quest to undertake uninsurable obligations for the Customer’s benefit and, in connection
<br />therewith, Dynamic Quest may encounter the presence or potential presence of hazardous substances or
<br />contaminants at Customer’s site location or locations. Therefore, Customer hereby indemnifies and agrees to defend
<br />and hold Dynamic Quest harmless against and from any and all harm, loss, cost, damage, liability, and expense
<br />incurred by Dynamic Quest arising from the presence or potential presence of any hazardous substance or
<br />contaminant at Customer’s site locations or locations. Such cost and expense shall include, without limitation, (i)
<br />reasonable attorneys’ fees and costs of litigation, (ii) reasonable costs arising from any investigation of any
<br />governmental agency for purported violation of any environmental law or regulation relating as hazardous
<br />substances, (iii) costs of any investigative response, clean-up, or remedial actions with respect to the same, (iv)
<br />medical or other expenses incurred by Dynamic Quest and any of its employees, contractors, personnel or agents;
<br />and/or (v) any and all action which Dynamic Quest may be required under any applicable law or regulation to take,
<br />cause to be taken, or pay for in connection with the circumstances described in this Section 22.
<br />23.In addition to Section 11 of this Agreement, Customer hereby agrees to indemnify and defend at its sole expense
<br />Dynamic Quest, its direct and indirect subsidiaries, employees, agents, representatives, directors, and shareholders,
<br />from and against any and all claims, loss, cost, damage, liability, and expense incurred by Dynamic Quest (including
<br />all reasonable court, settlement, judgement and attorneys' fees) arising out of or based upon Customer's breach of
<br />this Agreement and/or unauthorized or unlawful use of all services, software, or hardware provided or serviced
<br />hereunder, including, but not limited to, claims based on software licensing violations, copyright infringement,
<br />trademark infringement, and patent infringement.
<br />24.For purposes of this Agreement, “Customer’s Confidential Information” consists of: (i) all non-public information
<br />(including but not limited to trade secrets, proprietary information, and information about products, business methods,
<br />and business plans) relating to Customer’s business (or to the business of Customer’s licensors, suppliers, or other
<br />trading partners) that is either marked or otherwise identified as confidential or proprietary, or that a reasonable
<br />person would understand to be considered confidential by Customer (even if not so marked or identified); and (ii) all
<br />information that Customer is obligated by law to treat as confidential for the benefit of third parties, including but not
<br />limited to personal, financial, and/or health information about individuals who have applied for or purchased products
<br />or services from Customer.
<br />25.For purposes of this Agreement, “Dynamic Quest’s Confidential Information” consists of: (i) this Agreement and each
<br />Addendum (including without limitation all pricing information), (ii) all reports, audits, analysis and recommendations
<br />provided to Customer in connection with this Agreement and any Addendum; (iii) all non-public information (including
<br />but not limited to trade secrets, proprietary information, and information about products, business methods, and
<br />business plans) relating to Dynamic Quest’s business (or to the business of Dynamic Quest’s licensors, suppliers, or
<br />other trading partners) that is either marked or otherwise identified as confidential or proprietary, or that a reasonable
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