SH22-019 - GUARDIAN RFID - RESOLUTION & AGREEMENT - fully executed

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GUARDIAN RFID (ii)the information is,at the time of disclosure,or thereafter becornes public knowledge without the fault of the Receiving Party (provided,however,that the act of copyrighting,patenting,or otherwise publishing or aiding in publication by the Disclosing Party shall not cause or be construed as causing the copyrighted materials or patented technologies to be in the public domain); (iii)the information is or becomes rightfully available on an unrestricted basis to the Receiving Party from a source other than the Disclosing Party which did not acquire the same under an obligation of confidentiality to the Disclosing Party; (iv)the information becomes available on an unrestricted basis to a third party from the Disclosing Party or from someone acting under its control; (v)disclosure is required by subpoena or pursuant to a demand by any governmental authority; or (vi)disclosure is required by open records laws,such as the federal Freedom of Information Act or similar state "sunshine"laws. Before relying on the exceptions of this Section 15(b),and disclosing any Confidential or Proprietary Information,the Receiving Party shall notify the Disclosing Party in writing of its intent to do so,and give the Disclosing Party a period of fifteen (15)days to object or otherwise take action to protect its rights and interest in such information,provided that if the e×ception being relied upon is Section 15(b)(vi),then such fifteen (15)day period will be extended to be the maximum amount of time allowed pursuant to the applicable open records law or other applicable law,rule,or regulation pursuant to which the Disclosing Party is seeking to disclose such information. (c)Return of Materials.Upon request from the Disclosing Party,the Receiving Party shall immediately return to the Disclosing Party all copies of Confidential or Proprietary Information received under this Agreement as well as all copies of notes,reports,or other documents or materials that reflect such Confidential or Proprietary Information;provided,however,that if the Disclosing Party requests,the Receiving Party shall immediately destroy all Confidential or Proprietary Information and certify such destruction to the Disclosing Party. (d)Confidentiality Remedies.The Receiving Party acknowledges that any breach of the provisions of this Section 15 could result in immediate and irreparable injury to the Disclosing Party for which an award of money damages would be inadequate.The Receiving Party agrees,therefore,that the Disclosing Party shall have the right to seek equitable relief including an injunction to specifically enforce the terms of this Section 15,and to obtain any other legal or equitable remedies that may be available to it.In the event of any breach by the Receiving Party of this Section 15,the Receiving Party agrees to pay reasonable costs and legal fees incurred by the Disclosing Party in pursuit of any of its rights under this Section 15,in addition to any damages sustained by the Disclosing Party by reason of such breach,provided that the Disclosing Party prevails in the suit,action,or proceeding in which such costs and fees were incurred. 16.LIMITATION OF LIABILITY IN NO EVENT WILL GUARDIAN RFID'S LIABILITY TO THE CUSTOMER FOR DAMAGES UNDER THIS AGREEMENT,INCLUDING GUARDIAN RFID'S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT,EXCEED THE AMOUNT OF FEES PAID BY THE CUSTOMER UNDER THIS AGREEMENT.NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT,SPECIAL,PUNITIVE, EXEMPLARY,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT. GUARDIAN RFID System Agreement |17 ©2020 GUARDIAN RFID.All rights reserved.GUARDIAN RFID is a U.S.registered trademark. Confidential &Proprietary.(Rev.7/2020)