TeamAbsolute
T FE A M a SO U e 2277 Highway 36 West, Suite 160
: Roseville, MN 55113
Main: 612-746-4070
Fax: 612-746-4071
MAS TER SERVICES A GREEMEN T
7.8 Force Majeure. Except with respect to payment obligations, neither party shall be liable, nor shall any credit
allowance or other remedy be extended for any failure of performance or equipment due to causes beyond such party’s
reasonable control, including, but not limited to, acts of God, fire, flood or other catastrophes; any law, order, regulation,
direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies,
insurrections, riots, wars; unavailability of rights-of-way or materials; failure of suppliers, or strikes, lock-outs, work
stoppages, or other labor difficulties. Each Party will use reasonable efforts to resolve promptly any type of excusable delay.
8. RESOLVING DISPUTES
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually
agreed-upon mediator in Hennepin County, Minnesota. Any costs and fees other than attorney fees associated with the
mediation shall be shared equally by the parties. If it proves impossible to arrive at a mutually satisfactory solution through
mediation, the parties agree to submit the dispute to a mutually agreed-upon arbitrator in Hennepin County, Minnesota.
Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of
arbitration, including attorney fees, will be allocated by the arbitrator.
9, CONFIDENTIAL INFORMATION.
Without express written approval of the disclosing party, during the term of this Agreement and thereafter, other than for
the purposes of providing and receiving the benefits of the Services under this Agreement, neither party, its officers,
personnel or agents will directly or indirectly divulge, disclose, communicate or use in any way,
(i) the terms. of this Agreement,
(ii) all information, source and object code and data, of whatsoever nature, relating to the other party and the other
Party’s products and customers, including, but not limited to, the other party’s operations, policies, procedures,
techniques, accounts and personnel, or information used by the other party in carrying on their business, and
(iii) all information, source and object code, and data which is proprietary to a third party which carries obligations
to treat as confidential that which is obtained or disclosed in connection with performance under this agreement
and which the receiving party should reasonably know to be confidential information whether or not the receiving
party is made aware of its confidential nature at the time of disclosure (collectively “Confidential information’),
Both parties also agree to return any and all materials of the other party containing Confidential Information upon
the request of the disclosing party.
Subject to the obligations with respect to the use of Confidential Information as set forth in this Section 9, nothing in this
Agreement shall restrict or prevent either party from using any ideas, concepts, know-how, methodology or techniques
relating to Supported Systems, monitoring or management, learned or developed without the incorporation of any of the
other party’s Confidential Information during or as a result of the Services provided pursuant to this Agreement.
Notwithstanding the foregoing, the party receiving the Confidential Information (“Recipient”) has no obligation with respect
to any information which the Recipient can demonstrate:
(a) is already known to Recipient prior to disclosure;
(b) is or becomes publicly known through no fault of Recipient;
(c) is rightfully obtained by Recipient from a third party without similar restriction and without breach of this non-
disclosure obligation; or
(d) is independently developed by Recipient without use of the other party’s Confidential Information as evidenced
and verified by prior tangible evidence.
TeamAbsolute, © 2014 Page 9 of 14
Proprietary and Confidential
