In view of the fact that Surveillance Solutions of Idaho’s work will bring Surveillance Solutions of Idaho into close contact with many confidential affairs of Clients not readily available to the public, and plans for future developments, Surveillance Solutions of Idaho agrees to keep secret all matters, except for the existence of this engagement generally, and further agrees not to disclose any such matters to anyone outside of Surveillance Solutions of Idaho throughout the term of this agreement, without written consent from Client.
Confidential information is that which relates to the Client’s or Surveillance Solutions of Idaho’s research, development, trade secrets or business affairs and includes, in the case of Surveillance Solutions of Idaho’s confidential information, concepts presented to, but not selected by, the Client; it does not include information that is generally known or easily ascertainable by third parties. Surveillance Solutions of Idaho and the Client shall mutually respect and maintain each other’s confidential information and shall use it only to perform their respective obligations hereunder. For the avoidance of doubt, confidential information does not include information, which is public knowledge, was in the recipient’s possession before receipt or is independently developed by the recipient.
The parties to this Agreement agree that no effort shall be made to solicit employees from the other party, directly or indirectly, and that no compensation of any kind may be offered or provided to any person currently compensated by the other party without prior written consent by the prior compensation provider, for the term of this agreement as described below. Neither party shall solicit the other’s employees, independent contractors or consultants or engage them in any work independent the parties’ relationship under this Agreement during the term of the Agreement and for two years thereafter.
Any expenses accrued shall be fully reimbursed to Surveillance Solutions of Idaho within 30 Days of notification.
A retainer is required for any investigative work to begin. Funding not used upon conclusion of any investigation or service, or delivery of items, may be refunded to the Client.
In the event that Surveillance Solutions of Idaho incurs any loss or expense (including reasonable attorneys’ fees and/or costs) as the result of any claim, suit or proceeding made or brought against Surveillance Solutions of Idaho based upon or relating to any work which Surveillance Solutions of Idaho has prepared for Client, with the exception of any claims based on damages alleged to have been intentionally caused by Surveillance Solutions of Idaho, which work is either approved by Client or was based on materials, statements, ideas or instructions from Client, Client agrees to indemnify Surveillance Solutions of Idaho and to hold Surveillance Solutions of Idaho harmless from and against any such loss or expense. The obligation to indemnify Surveillance Solutions of Idaho hereunder shall not be deemed terminated upon cancellation.
Surveillance Solutions of Idaho shall not be held responsible for delays or nonperformance caused by activities or factors beyond its reasonable control, including delays and nonperformance caused by viruses, denial of service attacks, other acts or omissions by third parties, Internet service providers, the Client or its contractors, strikes, lockouts, work slowdowns or stoppages, accidents, fires, weather, technology malfunctions/mishaps, mechanical difficulties or other acts of God, terrorism, failure by the Client to timely furnish information or approve or disapprove work, or faulty performance by the Client or others, including third-party contractors hired by Surveillance Solutions of Idaho or by Client. Surveillance Solutions of Idaho shall not be liable for any indirect, third-party, incidental, special, consequential, exemplary or punitive damages arising out of this Agreement. Surveillance Solutions of Idaho’s maximum liability under this Agreement shall not exceed the total fees received from Client.
The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Idaho without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in Ada County, State of Idaho The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable
Surveillance Solutions of Idaho shall not be deemed in breach of this Agreement if Surveillance Solutions of Idaho is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Surveillance Solutions of Idaho or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Surveillance Solutions of Idaho’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Surveillance Solutions of Idaho shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.