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e. ShakeAlert education and training materials, including, but not limited to USGS approved <br />messaging. <br />rnnfidnnt6 Lnf,n�rma�ti <br />coofidentia ' fe-rrma-t-io-n-u-n4e <br />eo m <br />b. Is rightfully given to the Gil <br />nt-1eve Loped--byy theC en-t-wit-hoot-re-fere-n <br />ernes t j <br />• <br />• <br />$K1 1 n-tia nto rm ate ^ten," n c i n±^ rm_u ion th-at--the Co-n su lta nt discloses -to <br />ment, and that -is -act as confidential or wau1 y-b-e-co n si d€re-4 <br />ft-d-oe-s not i n <br />• <br />the receiving Party, <br />• <br />1.. 1 1. • <br />' ed to be disc -to -sod -per the -to <br />• • <br />q <br />reement. <br />. <br />. <br />Nio .a.puh irate-d to the Consultant's products -and services, including -met -pi -Gs -and <br />fi- gc related to the Consultant' use of th -ak rt-- .nr -ter i is nd <br />• <br />• <br />. <br />• <br />. <br />The -Client shalt not disclos- the Cons ltant <br />professional <br />Ganfi- <br />ercis <br />c <br />. <br />c <br />. <br />• <br />, <br />• <br />wept to employewitsror <br />• • <br />. <br />reacnnahle care to pry-tie-Gt4he Confident;al Information. The Cld <br />closure and use obligations. The Clien so -disclose Confidential <br />Indemnity. To the fullest extent permitted by law, the Client shall defend, indemnify, and hold harmless <br />the Consultant, USGS, United States Government, and their agents and employees from and against any <br />and all claims, suits, losses, damage, costs, fees, and expenses from third -party claims made or brought <br />against the Consultant or USGS based upon or arising out of or in connection with any acts or omissions <br />of the Client, its agents, or its employees relating to the ShakeAlert Materials and the Consultant's <br />transmittal of the USGS server connection. <br />The Consultant agrees to indemnify and hold harmless the Client, its officers and employees from and <br />against any and all claims, suits, losses, damage, costs, fees, and expenses from third -party claims made <br />or brought against the Client based upon or arising out of or in connection with any acts or omissions of <br />the Consultant, its agents, or its employees relating to the ShakeAlert Materials and the Consultant's <br />transmittal of the USGS server connection. <br />Provided that, if the claims or suits are caused by or result from the concurrent negligence of the Client <br />and the Consultant, or their agents or employees, this provision with respect to claims or suits based upon <br />such concurrent negligence shall be valid and enforceable only to the extent of each Party's negligence or <br />the negligence of each Party's agents or employees except as limited below. <br />Liability. "Liability" means any liability, whether under contract, tort (including negligence), or otherwise <br />and whether or not foreseeable or contemplated by the Consultant or the Client. <br />A. Limited Liabilities. Subject to the following subsection B, neither the Consultant nor the Client will <br />have any Liability arising out of or relating to this Agreement or the ShakeAlert Materials for lost <br />revenues, profits, or savings, indirect or consequential losses, special or incidental losses, or <br />punitive damages. <br />Z \NEW USINESS\MARKETING MATERIALS\SHAKEALERT\CONTRACTTEMPLATES\PILOTTO TO TRANSITION\COE\CSA_AGMT COE SHAKEALERT_2020.DOCX <br />