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11. Non Solicitation -Customer acknowledges and agrees that during the term of the Agreement, and for a
<br />period of six (6) months following the termination or expiration of the Agreement for any reason, neither it
<br />nor any employee or agent of Customer shall, either directly or indirectly, without the prior written consent of
<br />Contractor: solicit, influence or induce or attempt to solicit, influence or induce, any employee or
<br />subcontractor of Contractor who has become known to Customer as a result of the provision of Services
<br />pursuant to the Agreement, to become an employee or contractor of Customer, or to provide services to
<br />Customer in any manner, including without limitation, as an officer, director, owner, partner, employee,
<br />independent contractor, consultant, advisor or representative; or solicit, influence or induce or attempt to
<br />solicit, influence and induce, any employee or subcontractor of Contractor who has become known to
<br />Customeras a result of the provision of Services, to leave their employmentwith Contractor for any reason.
<br />12. Limitation of Liability -In no event shall either party be liable to the other for any indirect, incidental,
<br />exemplary, special or consequential damages of any kind or nature (including with respect to loss or
<br />destruction or damage to any Customer documents, loss of any information or data contained in any
<br />Customer documents, costs of recreating Customer documents or loss of revenue or profits or business
<br />interruption or other non -direct commercial or economic loss or damage of any kind) suffered by Customer
<br />howsoever caused and regardless of the form or cause of action, even if such damages are foreseeable or
<br />the first party has been advised of the possibility of such damages.(A) Subject to Section 12(B), in the event
<br />of any failure or breach by Contractor in the performance of the Services or its obligations under the
<br />Agreement, Contractor's total liability and obligation to Customer, in the aggregate for any and all such
<br />failures or breaches, shall be limited to the actual direct damages suffered and shall not exceed an amount
<br />that is equivalent to the flat monthly fee portion of the fees multiplied by twelve. (B)Notwithstanding section
<br />12(A), in the event of any loss or destruction or damage to any Customer documents, Contractor's liability in
<br />respect of such loss or destruction or damage shall be limited to $1.00 per Customer file. The foregoing
<br />limitations of liability shall apply in respect of any expense, damage, loss, injury, or liability of any kind,
<br />regardless of the form of action or theory of liability (including for breach of contract, tort, negligence, strict
<br />liability, by statute or otherwise) and shall survive a fundamental breach or breaches or the failure of the
<br />essential purpose of the Agreement or of any remedy contained herein. Customer agrees that the limitations
<br />and exclusions contained in this section are reasonable based upon the commercial circumstances, including
<br />the quantum of fees, of the Agreement, and Contractor would not have entered into the Agreement but for
<br />Customer's agreement to the limitations contained herein. Customer acknowledges that Contractor does not
<br />and shall not insure any Customer documents against loss, damage, destruction or any other injury of any
<br />kind or nature whatsoever.
<br />17. Confidentiality -Contractor agrees to exercise caution and discretion in safeguarding Customer's
<br />materials, information and data which are confidential and are clearly so designated. Contractor also agrees
<br />not to divulge or communicate in any manner any financial, marketing or any information learned performing
<br />work for Customer which would be considered confidential or the nature of trade secrets. Contractor shall
<br />be responsible to Customer only in the event of a willful and material disclosure of such information or data.
<br />14. Default - Each party has the right to terminate the Agreement if the other party breaches or is in default
<br />of any obligation under the Agreement which default is incapable of cure or which, being capable of cure,
<br />has not been cured within thirty (30) days after receipt of notice of such default (or such additional cure
<br />period as the non -defaulting party may authorize).
<br />15. Termination -Each party has the right to terminate the Agreement, for any reason, by providing thirty
<br />days (30)written notice of termination.
<br />16. Notices - All notices or other communications which are required or may be given to Contractor pursuant
<br />to the terms of the Agreement, shall be in writing, shall be effective upon receipt, and shall be delivered by
<br />Federal Express or a similar courier, personal delivery or certified or registered air mail, addressed as written
<br />below.
<br />TAB PRODUCTS Co. LLC
<br />605 Fourth Street
<br />Mayville, Wisconsin 53050
<br />Attn: Betsy Streblow
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