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a
<br />GUARDIAnI RFID
<br />law, rule, or regulation pursuant to which the Disclosing Party is seeking to disclose such
<br />information.
<br />(c) Return of Materials. Upon request from the Disclosing Party, the Receiving Party shall
<br />immediately return to the Disclosing Party all copies of Confidential or Proprietary lnformation
<br />received under this Agreement as well as all copies of notes, reports, or other documents or
<br />materials that reflect such Confidentialor Proprietary lnformation; provided, however, that if the
<br />Disclosing Party requests, the Receiving Party shall immediately destroy all Confidentialor
<br />Proprietary lnformation and certify such destruction to the Disclosing Party.
<br />(d) Confidentialitv Remedies. The Receiving Party acknowledges that any breach of the provisions of
<br />this Section 12 could result in immediate and irreparable injury to the Disclosing Party for which
<br />an award of money damages would be inadequate. The Receiving Party agrees, therefore, that
<br />the Disclosing Party shall have the right to seek equitable relief including an injunction to
<br />specifically enforce the terms of this Section 12, and to obtain any other legal or equitable
<br />remedies that may be available to it. ln the event of any breach by the Receiving Party of this
<br />Section 12,the Receiving Party agrees to pay reasonable costs and legalfees incurred by the
<br />Disclosing Party in pursuit of any of its rights under this Section 12, in addition to any damages
<br />sustained by the Disclosing Party by reason of such breach, provided that the Disclosing Party
<br />prevails in the suit, action, or proceeding in which such costs and fees were incurred.
<br />13. LIMITATION OF LIABILITY
<br />IN NO EVENT WILL GUARDIAN RFID'S LIABILITY TO THE CUSTOMER FOR DAMAGES UNDER
<br />THIS AGREEMENT, INCLUDING GUARDIAN RFID'S INDEMNIFICATION OBLIGATIONS UNDER
<br />THIS AGREEMENT, EXCEED THE AMOUNT OF APPLICABLE INSURANCE COVERAGE
<br />LIMITATIONS PROVIDED FOR IN SECTION 16 OF THIS AGREEMENT. NEITHER PARTY SHALL
<br />BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR
<br />CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THEIR
<br />RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT.
<br />14. INDEMNIFICATION
<br />(a) lndemnification bv GUARDIAN RFID. GUARDIAN RFID will defend, indemnify, and hold
<br />harmless the Customer and the Authorized Customer Personnel (the "Customer lndemnified
<br />Parties"), from and against all reasonable and necessary costs, charges and expenses (including
<br />attorneys' fees) arising from any third-party claim, action, suit, or proceeding against any
<br />Customer lndemnified Party (a "Customer lndemnified Claim") to the extent the Customer
<br />lndemnified Claim is based on: (i) any claim that the GUARDIAN RFID Software infringes a
<br />patent, copyright, or other proprietary right or violates a trade secret; and (ii) any gross
<br />negligence, willful misconduct, or fraud of GUARDIAN RFID or any Authorized GUARDIAN RFID
<br />Personnel.
<br />(b) lndemnification bv the Customer. The Customerwill defend, indemnify, and hold harmless
<br />GUARDIAN RFID and the Authorized GUARDIAN RFID Personnel ('GUARDIAN RFID
<br />lndemnified Parties"), from any and all reasonable and necessary costs, charges, and expenses
<br />(including attorneys' fees) which result from any third-party claim, action, suit, or proceeding
<br />against any GUARDIAN RFID lndemnified Party (a "GUARDIAN RFID lndemnified Claim") to the
<br />extent the GUARDIAN RFID lndemnified Claim is based on: (i) the Customer's use of the
<br />GUARDIAN RFID Software or GUARDIAN RFID OnDemand other than as permitted under this
<br />Agreement; and (ii) any gross negligence, willful misconduct, or fraud of the Customer or any
<br />Authorized Customer Personnel.
<br />GUARDIAN RFID System Agreement Renewal | 15
<br />@2020 GUARDIAN RFID. Arr rishts reserved. GUARDIAN RFl3,l;,it,t"rl","t:lili$ji,1iiffi5;
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