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<br /> Page 22 of 31 <br /> <br />information contained therein, including without limitation access caused by failure to protect the <br />login and password information of users. <br /> <br />12. SYSTEM REQUIREMENTS. Karpel Solutions provides PbK based upon the system requirements as <br />specified by Karpel Solutions for Client. Karpel Solutions has no liability for any failure of PbK based <br />upon Client’s failure to comply with the system requirements of Karpel Solutions. <br /> <br />13. THIRD PARTY SOFTWARE. Karpel Solutions makes no express or implied warranties as to the quality <br />of third party software or as to Karpel Solutions’ ability to support such software on an on-going basis. <br /> <br />14. LIMITED ENGAGEMENT. Due to the limited nature of Karpel Solutions’ engagement by client, Karpel <br />Solutions makes no express or implied warranties as to the quality of, or the ability of software <br />developed by Karpel Solutions to operate with, any hardware, network, software, systems and/or <br />external data flows already in place at client's facilities or as may be added by the client. <br /> <br />KARPEL SOLUTIONS EMPLOYEES <br /> <br />Karpel Solutions has spent substantial sums of money and invested large amounts of time in recruiting, <br />supervising and training Karpel Solutions employees. Client further agrees that it has a unique opportunity <br />to evaluate Karpel Solutions employees’ performance, and has the potential to hire Karpel Solutions <br />employees, and further agrees that such hiring away would substantially disrupt the essence of Karpel <br />Solutions’ business and ability to provide its services for others, and as such Karpel Solutions cannot agree <br />to such a hiring. The Client acknowledges that Karpel Solutions employees work for Karpel Solutions under <br />a non-competition agreement; therefore, Client agrees it shall not solicit for employment or contract as <br />an independent contractor, or otherwise hire or engage a Karpel Solutions employee during the term of <br />this Agreement or for a period of 2 years after the completion/termination of the project, whichever is <br />longer. <br /> <br />CONFIDENTIALITY <br />1. CONFIDENTIALITY. Neither party shall disclose or use any confidential or proprietary information of <br />the other party. The foregoing obligations shall not apply to information which: (i) is or becomes <br />known publicly through no fault of the receiving party; (ii) is learned by the receiving party from a <br />third party entitled to disclose it; or (iii) is already known to the receiving party. <br /> <br />2. PERSONALLY IDENTIFIABLE INFORMATION. The parties recognize that certain data Client or Karpel <br />Solutions may use in conjunction with the PbK may be confidential personally identifiable <br />information of third parties. Karpel Solutions shall use all best efforts to protect the confidentiality <br />of personally identifiable information of third parties. Karpel Solutions shall have no liability for <br />disclosure of personally identifiable information caused by Client’s own negligence or misconduct. <br /> <br />3. DISCLOSURE REQUIRED BY LAW. In the event that any confidential or proprietary information is <br />required to be disclosed pursuant to any law, code, regulation or court order from a court of <br />competent jurisdiction, the receiving party shall give the disclosing party immediate written notice <br />of such requirement and shall use its best efforts to seek or to cooperate with the disclosing party in <br />seeking a protective order with respect to the confidential information requested. <br /> <br />DocuSign Envelope ID: 3377D49A-96B6-494B-8513-80B50958A234