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11.
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<br />Term -- This Agreement is effective for a period of one year from the date on which it is accepted by Keens
<br />and shall be automatically renewed for successive one.year terms, provided that either party may terminate this
<br />Agreement by giving not less than thirty (30) days' written notice prior to the last (:lay of the ~erm of this Agreement.
<br />Except as provided in Sections 2 and 10 above, no notice of termination shall become effective until completion
<br />of a Work Assignmen~ mutually agreed upon by both parties. Keane's obligations to perform under this Agreement
<br />sha/I terminate automatically upon the dissolution, termination ot existence, insolvency, business failure, appointment
<br />of a receiver of any part of Client's property, assignment or trust mortgage for the benefit of creditom by Client.
<br />the commencement of any proceeding under any bankruptcy, receivership or insolvency laws by or against the
<br />Client,
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<br />12.
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<br />13.
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<br />14,
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<br />Relationship of the ParOles -- The relationship of the parties is that of independent contractors, Neither party
<br />shall be deemed to be the legal representative of the other. Each party agrees to assume complete responsibility
<br />for its own employees with regard to federal or state employers' liabilty and withholding tax, worker's compensation,
<br />social security, unemployment insurance, and Occut~ational Safety and Health Administration requirements and
<br />other federal, state end Ion;al laws. In addition, eaoh perry agree~ to maintain oomprahensive public liabitib/and
<br />property damage insurance in amounts customarily malnta/ned in such party's respective industry, insurin0 against
<br />liability for, among other things, bodily injury and property damage.
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<br />Default -- Failure by Keane or the Client to comply with any term or condition under this Agreement shall entitle
<br />the other party to give the party in default written notice requiring it to make good such default. If the party in
<br />default has not cured such default within thirty (30) day~ after receipt of notice, the notifying party sh~ll be entitled,
<br />in addition to any other rights it may have under this Agreement or otherwise by law, to terminate this Agreement
<br />by giving notice to take effect immediately. The right of either party to terminate hereunder shall not be affected
<br />in any way by its waiver of or fa/lure to take action with respect to any previous default.
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<br />Limitation of Liability -- NO action, regardless of form, arising out of the services under this Agreement may
<br />be brought by either party more than one year a~er the cause of action has occurred, except that an action
<br />for nonpayment may be brouuht within one year of the date of last payment,
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<br />Keens shall not be liable to the Client (or to any of the Client's customers) for any del~y in performance or a~
<br />faiture in performance hereunder caused in whole or in part by reason of force majeure, which shall be deemed
<br />tO include the occurrence of any event beyond the control of Keane, Client's failure to furnish necessary information
<br />with respect to details of performance on the part of the Client, war (whether an actual declaration thereof is
<br />mede or not). sabotage, insurrection, Hot and other acta of ~ivil disobedience, action of a public enemy, failure
<br />or delays in transportation, laws, regulations or acts of any national, state or local government (or any agency,
<br />subdivision or instrumentality thereof), judicia/action, labor dispute, accident, fire, explosion, flood, storm or other
<br />act of God, shortage of labor, fuel, raw materials, machinery or technical failures. The Client shall not refuse to
<br />accept delivery by reason of delays occasioned by force majeure. Any delay resulting from force majeure shall
<br />correspondingly extend the time for performance by Keens,
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<br />KEANE MAKE5 NO EXPRE~ED OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED
<br />WARRANTIES OF MERCHANTABILITY OR FITNESS I:OR A PARTICULAR PURPOSE. IN NO EVENT WILL
<br />KEANE BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING. WITHOUT LIMITATION,
<br />LOST PROFITS OR ANY CLAIM OR DEMAND AGAINST THE CLIENT BY ANY OTHER PAFR'Y DUE TO ANY
<br />CAUSE WHATSOEVER. EVEN IF KEANE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br />KEANE'S LIABILITY HEREUNDER, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE
<br />TOTAL AMOUNT PAiD FOR SERVICES UNDER THE APPLICABLE WORK ASSIGNMENT OR IN THE
<br />AUTHORIZATION FOR THE PARTICULAR SERVICE IF NO WORK ASSIGNMENT IS MADE. THIS SHALL BE
<br />THE CLIENT'S SOLE AND EXCLUSIVE REMEDY.
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<br />15.
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<br />16.
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<br />Nondir, crimination -- Keens agrees and warrants th~ in the pedormance of this Agreement it will not discrimiru~n
<br />or permit discrimination against any person or group of persons on the grounds of sex, race, color, religion or
<br />nation.,I origin in any manner prohibited by the laws of the United States.
<br />
<br />Captions -- Captions contained in this Agreement are for convenient reference and do not constitute part of
<br />this Agreement.
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<br />Notice -- Any notice required or permitted to be sent under this Agreement shall be deliverect by hand or mailed
<br />by registered mail, return receipt requested, to the address of the parties lirst set Iorth in this Agreement_
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