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this Agreement, Licensee warrants and covenants thatit will not solicit or attempt
<br />to solicit, recruit, hire, contract with as an independent contractor or otherwise, or in
<br />any capacity, employ any of the employees or independent contractors of BI-Tek
<br />during the term hereof on fora period of two (2) years after the termination of this
<br />Agreement, without the prior written consent of BI-Tek, so long as BI-Tek provides
<br />Licensee a list in writing of such employees and independent contractors who
<br />cannot be solicited. Licensee agrees that a breach or a threatened breach by
<br />Licensee, of the provisions of this Section would cause immediate and irreparable
<br />injury loss or damage to BI-Tek and that monetary damages would be difficult if
<br />not impossible to ascertain. For this reason, Licensee agrees that BI-Tek shall be
<br />entitled, in addition to all. other remedies at law, to injunctive relief, including a
<br />temporary restraining order, a preliminary injunction and a permanent injunction
<br />enjoining Licensee from breaching the provisions of this section, as well as all
<br />reasonable attorneys' fees incurred to enforce the provisions of this section, if BI-
<br />Tek obtains a judgment against Licensee at trial. This covenant shall survive
<br />termination of this Master Agreement.
<br />6. WarrantyLLiability, Standard of Care and Indemnitv. BI-Tek shall
<br />perform the Services in a professional manner, using the degree of care and skill
<br />ordinarily exercised by and consistent with the standards of competent contractors
<br />providing similar services. In addition to the above warranty, BI-Tek specifically
<br />warrants the fitness and suitability of the Applications for the purpose. intended in
<br />accordance with this Agreement. THE. FOREGOING WARRANTY IS IN LIEU
<br />OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED. THE LICENSEE
<br />HEREBY WAIVES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY
<br />LAW, INCLUDING, BUT NOT LIMITED TO, IIv1PLIED WARRANTIES OF
<br />MARKETABILITY OR REGARDING LATENT DEFECTS. IN NO EVENT
<br />WILL EITHER PARTY ~E LIABLE FOR CONSEQUENTIAL DAMAGES,
<br />EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
<br />SUCH DAMAGES.
<br />7. Independent Contractor. The parties acknowledge that each is not an
<br />agent of the other and has no authority to legally bind each other in any contracts or
<br />other agreements.
<br />8. Indemni ~ BI-Tek recognizesthat BI-Tek is solely responsible for
<br />its employees' behavior. Accordingly, BI-Tek agrees to indemnify and hold
<br />Licensee harmless from all costs, losses, liabilities, and expenses incurred by
<br />Licensee with respect to such matters, including, but not limited to claims arising
<br />from BI-Tek's employees' inappropriate behavior, dishonesty, slander or theft.
<br />9. Confident`a~lly Obligations. The parties agree to treat all matters and
<br />information related to they other, including, without limitation, trade secrets,
<br />programs, procedures, mt(nuals, guides, confidential reports and communications,
<br />marketing materials, forms, concepts, and lists and identities of customers, as
<br />confidential information entrusted to it solely for use in performance of this Master
<br />Agreement, and not to use such information or divulge, disclose, or communicate
<br />such information in any way to any person or entity during or after the term of this
<br />Master Agreement, except as may be required by law.
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