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<br />to enforce or interpret this Agreement, the prevailing party shall recover its costs and
<br />reasonable attorneys’ fees in bringing such action. If a portion of any invoice is disputed,
<br />Client will pay the undisputed portion.
<br />
<br />4. In addition to the rates specified in Exhibit B of this Agreement, Client will pay Agency
<br />the amount of all new or increased labor costs associated with Client’s Assigned
<br />Employees that Agency is legally required to pay-such as wages, benefits, payroll taxes,
<br />social program contributions, or charges linked to benefit levels-until the parties agree on
<br />new rates.
<br />
<br />Confidential Information
<br />
<br />5. Both parties may receive information that is proprietary to or confidential to the other
<br />party or its affiliated companies and their clients. Both parties agree to hold such
<br />information in strict confidence and not to disclose such information to third parties or to
<br />use such information for any purpose whatsoever other than performing under this
<br />Agreement or as required by law. No knowledge, possession, or use of Client's
<br />confidential information will be imputed to Agency as a result of Assigned Employees'
<br />access to such information.
<br />
<br />Cooperation
<br />
<br />6. The parties agree to cooperate fully and to provide assistance to the other party in the
<br />investigation and resolution of any complaints, claims, actions, or proceedings that may
<br />be brought by or that may involve Assigned Employees.
<br />
<br />Indemnification and Limitation of Liability
<br />
<br />7. To the extent permitted by law, Agency will defend, indemnify, and hold Client and its
<br />parent, subsidiaries, directors, officers, agents, representatives, and employees harmless
<br />from all claims, losses, and liabilities (including reasonable attorneys' fees) to the extent
<br />caused by Agency 's breach of this Agreement; its failure to discharge its duties and
<br />responsibilities set forth in paragraph 1; or the negligence, gross negligence, or willful
<br />misconduct of Agency or Agency 's officers, employees, or authorized agents in the
<br />discharge of those duties and responsibilities.
<br />
<br />8. To the extent permitted by law, Client will defend, indemnify, and hold Agency and its
<br />parent, subsidiaries, directors, officers, agents, representatives, and employees harmless
<br />from all claims, losses, and liabilities (including reasonable attorneys' fees) to the extent
<br />caused by Client's breach of this Agreement; its failure to discharge its duties and
<br />responsibilities set forth in paragraph 2; or the negligence, gross negligence, or willful
<br />misconduct of Client or Client's officers, employees, or authorized agents in the
<br />discharge of those duties and responsibilities.
<br />
<br />9. Neither party shall be liable for or be required to indemnify the other party for any
<br />incidental, consequential, exemplary, special, punitive, or lost profit damages that arise in
<br />DocuSign Envelope ID: 78CB7A35-BD54-48BB-BDBB-5B6DA920511B
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