Indemnification: Each party shall defend, indemnify and hold harmless the other party from and against all claims of third parties, and all associated losses, to the extent arising out of (a) a party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or (b) a breach by a party of any of its agreements under this Agreement. The obligations under this paragraph shall survive the expiration or termination of this Agreement.
Waiver of Jury Trial: EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR EITHER PARTY’S PERFORMANCE UNDER THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT IT HAS RECEIVED ADVICE OF COMPETENT COUNSEL WITH RESPECT TO THIS WAIVER.
Limitation of Liability: EXCEPT AS PROVIDED IN THIS AGREEMENT AND UNDER ANY APPLICABLE LAW, NEITHER PARTY SHALL HAVE ANY LIABILITY UNDER THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF USE, LOST REVENUES, DAMAGE TO GOODWILL OR REPUTATION, LOSS OF BUSINESS OPPORTUNITY, OR OTHER SPECULATIVE DAMAGES, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.
Force majeure. If a Force Majeure Event occurs, the party that is prevented by from performing any one or more obligations under this agreement (the “Nonperforming Party”) will be excused from performing those obligations, until the force majeure event concludes or until the parties agree to terminate this agreement.
Confidentiality: During the course of their relationship, each party may disclose to the other party information which the disclosing party considers proprietary and confidential, including but not limited to the terms of this Agreement, manufacturing or processing methods, recipes, business and technology plans, distribution strategies, sales, costs, pricing, marketing, customers, suppliers and research and development (collectively “Confidential Information”). The parties agree that all Confidential Information shall be used by the receiving party solely for the purposes contemplated by this Agreement and shall be kept strictly confidential, unless prior written consent is provided or if required to comply with applicable laws, regulations, orders, or other legal processes. If a separate Nondisclosure Agreement or other confidentiality agreement exists between the parties in relation to this relationship, that agreement will be considered incorporated into this Service Agreement, subject to the governing law of this Agreement.
Miscellaneous: This Agreement will be governed by and construed in accordance with the laws of the State of Maine. You and WBS agree this agreement is complete, continuing and controlling as long as service is requested and until all obligations are performed by the parties. This Agreement supersedes any other agreement previously entered between the parties. WBS’s failure to require performance of any provision shall not affect their right to require performance at any time thereafter; nor shall waiver of a breach of any provision constitute a waiver of the provision itself. Unless otherwise provided in this Agreement, all remedies will be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise. This agreement may not be amended without a signed writing by both parties. If any operating standards, procedures or manuals or any other documents of either party, regardless of whether signed by a representative of the other party, contain any provisions that purport to impose obligations on the other party not imposed by this Agreement, such provisions shall be null and void and have no force or effect. In the event of any controversy, claim or dispute between the parties arising out of or related to this Agreement, including performance or nonperformance, the prevailing party shall be entitled to recover from the losing party reasonable attorneys’ and experts’ fees and expenses and other costs reasonably incurred by the prevailing party.
