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DocuSign Envelope lD: 5216D1FD-49F9-4AC1-AA66-059F04912323 <br />harmless Company lndemnified Parties from all Damages which may arise due to any act or <br />omission of a Company Party made in compliance with a Client's rules or requirements. <br />B. Notice of lndemnification. A party shall only be required to indemnify pursuant to the <br />Agreement, where that party receives a written request to indemnify within twenty (20) days <br />after the initial receipt of notice of any such lawsuit or claim by the party requesting <br />indemnification. Failure to notify a party of such claim or lawsuit within the stated period of <br />time shall relieve that party of any and all responsibility and liability under this Agreement to <br />defend, indemnify and hold harmless for that claim or lawsuit. <br />10. GENERAL AGREEMENT TERMS <br />10.1 Confidentialitv. Neither Client, nor Client's employees or agents, shall disclose, photocopy, <br />duplicate or use, either during or after the term of this Agreement, any Proprietary, Confidential <br />and Trade Secret lnformation, without Company's prior written permission except as required by <br />the Washington Public Records Act, RCW 42.56. All Proprietary, Confidential and Trade Secret <br />lnformation shall remain Company exclusive property. Client's access or use of Company <br />Proprietary, Confidential and Trade Secret lnformation or Software shall not create any right, title, <br />interest or copyright in such lnformation or Software. lf Client is requested to disclose any of the <br />Confidential lnformation to any third party for any reason, Client shall provide Company with <br />prompt notice of such request(s) to seek injunctive relief pursuant to RCW 42.56.540. Upon <br />termination of this Agreement, Client shall return all Company Proprietary, Confidential and Trade <br />Secret lnformation in Client's possession relating to Company's services pursuant to this <br />Agreement. Client agrees that upon breaching this provision, Company shall be entitled to <br />equitable relief, including injunction or specific performance, in addition to all other available <br />remedies. This provision shall survive the termination of the Agreement. <br />10.2 lntellectual Propertv. Nothing in this Agreement is intended to grant any rights to Client under any <br />patent, copyright, trademark, trade name, trade secret or other proprietary right of Company <br />(whether now owned or hereafter developed or acquired), all of which are reserved to Company. <br />10.3 lndependent Contractor Rglationship. lt is mutually understood and agreed, and it is the intent of <br />the Parties, that an independent contractor relationship is hereby established underthe terms and <br />conditions of this Agreement. Employees of Company are not, nor shall they be deemed to be, <br />employees of Client. Employees of Client are not, nor shall they be deemed to be, employees of <br />Company. <br />10.4 Notice. Any notice required under this Agreement shall be deemed to have been sufficiently <br />provided when delivered by hand, or three days after being sent by certified or registered mail <br />return receipt requested, or by overnight delivery service with receipt of delivery, provided such <br />delivery is to the parties at the following addresses: <br />Client Company <br />Kittitas County Summit Food Service, LLC <br />205 West Sth Avenue, Suite 108 500 East 52nd Street <br />Ellensburg, WA 98926 Sioux Falls, SD 57104 <br />10.5 Excused Performance. lf performance of any terms or provisions hereof (other than the payment <br />of monies) shall be delayed or prevented because of compliance with any law, regulation, decree <br />or order by any federal, state, or local court, governmental agency or governmental authority, or <br />Page9ofll