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23 <br /> 12. Severability. If any term or provision of this Agreement is held invalid or unenforceable,the <br /> remainder of this Agreement will be considered valid and enforceable to the fullest extent <br /> permitted by law. <br /> 13. No Waiver. In the event that the terms and conditions of this Agreement are not strictly enforced <br /> by either party, such non-enforcement will not act as or be deemed to act as a waiver or <br /> modification of this Agreement, nor will such non-enforcement prevent such party from enforcing <br /> each and every term of this Agreement thereafter. <br /> 14. Independent Contractor. We are an independent contractor for all purposes under this Agreement. <br /> 15. Notices. All notices or communications required or permitted as a part of this Agreement, such as <br /> notice of an alleged material breach for a termination for cause or a dispute that must be submitted <br /> to dispute resolution, must be in writing and will be deemed delivered upon the earlier of the <br /> following: (a) actual receipt by the receiving party; (b) upon receipt by sender of a certified mail, <br /> return receipt signed by an employee or agent of the receiving party; (c) upon receipt by sender of <br /> proof of email delivery; or(d) if not actually received, five (5) days after deposit with the United <br /> States Postal Service authorized mail center with proper postage (certified mail, return receipt <br /> requested) affixed and addressed to the other party at the address set forth on the signature page <br /> hereto or such other address as the party may have designated by proper notice. The consequences <br /> for the failure to receive a notice due to improper notification by the intended receiving party of a <br /> change in address will be borne by the intended receiving party. <br /> 16. Client Lists. You agree that we may identify you by name in client lists, marketing presentations, and <br /> promotional materials. <br /> 17. Confidentiality. Both parties recognize that their respective employees and agents, in the course of <br /> performance of this Agreement, may be exposed to confidential information and that disclosure of <br /> such information could violate rights to private individuals and entities, including the parties. <br /> Confidential information is nonpublic information that a reasonable person would believe to be <br /> confidential and includes,without limitation, personal identifying information (e.g., social security <br /> numbers) and trade secrets, each as defined by applicable state law. Each party agrees that it will <br /> not disclose any confidential information of the other party and further agrees to take all reasonable <br /> and appropriate action to prevent such disclosure by its employees or agents. The confidentiality <br /> covenants contained herein will survive the termination or cancellation of this Agreement. This <br /> obligation of confidentiality will not apply to information that: <br /> (a) is in the public domain, either at the time of disclosure or afterwards, except by breach of <br /> this Agreement by a party or its employees or agents; <br /> (b) a party can establish by reasonable proof was in that party's possession at the time of initial <br /> disclosure; <br /> (c) a party receives from a third party who has a right to disclose it to the receiving party; or <br /> (d) is the subject of a legitimate disclosure request under the open records laws or similar <br /> applicable public disclosure laws governing this Agreement; provided, however,that in the <br /> event you receive an open records or other similar applicable request,you will give us <br /> prompt notice and otherwise perform the functions required by applicable law. <br /> •0 tyler <br /> .,.. <br /> 12 <br />