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2. Warranty Disclaimer. EXCEPT AS
<br />EXPRESSLY SET FORTH HEREIN, CPS HR
<br />EXPRESSLY DISCLAIMS ANY AND ALL
<br />WARRANTIES, EXPRESS OR IMPLIED,
<br />ORAL OR WRITTEN, WITH RESPECT TO
<br />THE SERVICES AND THE WORK
<br />PRODUCT INCLUDING, WITHOUT
<br />LIMITATION, ALL IMPLIED WARRANTIES
<br />OF MERCHANTABILITY OR FITNESS FOR
<br />ANY PARTICULAR PURPOSE OR IN
<br />RESPECT OF ANY THIRD -PARTY
<br />PRODUCTS OR SERVICES AND ALL
<br />WARRANTIES IMPLIED FROM ANY
<br />COURSE OF DEALING AND NO
<br />REPRESENTATIVE OF CPS HR IS
<br />AUTHORIZED TO GIVE ANY ADDITIONAL
<br />WARRANTY.
<br />G. Work Product.
<br />1. Ownership. Except as set forth in the
<br />Statement of Work, upon CPS HR' receipt of
<br />fees due under the Agreement, all studies,
<br />reports, documents and other writings
<br />prepared by CPS HR and its subcontractors,
<br />produced as a result of CPS HR' work, or
<br />delivered by CPS HR to Client in the course
<br />of performing services (collectively, "Work
<br />Product") shall become the property of Client
<br />and Client shall have the right to use the
<br />materials without further compensation to
<br />CPS HR or its subcontractors.
<br />2. Retention of Rights. Notwithstanding
<br />Client's ownership of the Work Product, Client
<br />acknowledges and agrees that: (i) CPS HR
<br />has the right to re -use any of its know-how,
<br />ideas, concepts, methods, processes, or
<br />similar information, however characterized,
<br />whether in tangible or intangible form, and
<br />whether used by CPS HR in the performance
<br />of Services or not, at any time and without
<br />limitation, and (ii) CPS HR retains ownership
<br />of any and all of its intellectual property rights
<br />that existed prior to the Effective Date
<br />including, but not limited to, all methods,
<br />concepts, designs, reports, programs, and
<br />templates.
<br />H. Release of Information to Third Parties.
<br />Each Party understands that information
<br />provided to government entities may be
<br />subject to disclosure under a public records or
<br />freedom of information act. Each Party hereto
<br />(each, a Recipient) shall protect and keep
<br />confidential all non-public information
<br />disclosed to Recipient by the other Party
<br />(each, a Discloser) and identified as
<br />confidential by Discloser, and shall not,
<br />except as may be authorized by Discloser in
<br />writing, use or disclose any such Confidential
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<br />Information during and after the term of this
<br />Agreement. If CPS HR or Client receives a
<br />request for disclosure of Confidential
<br />Materials, such as a subpoena or a public
<br />records or freedom of information request,
<br />that Party shall immediately notify the other
<br />Party of the request. Upon request, Client or
<br />CPS HR shall maintain the confidentiality of
<br />the Confidential Materials pending the grant
<br />or denial of a protective order or the decision
<br />of a court or administrative body as to
<br />whether the requested materials must be
<br />disclosed under the applicable public records
<br />statute. Client and CPS HR shall cooperate
<br />with each other in seeking any relief
<br />necessary to maintain the confidentiality of
<br />the Confidential Materials. Each Party shall
<br />defend, indemnify and hold the other
<br />harmless from any claim or administrative
<br />appeal, including costs, expenses, and any
<br />attorney fees, related to that Party pursuing
<br />protection of the Confidential Materials from
<br />disclosure.
<br />Indemnification. CPS HR agrees to
<br />indemnify and hold Client, its agents, officers,
<br />employees and volunteers harmless from and
<br />against any and all losses, liabilities and
<br />damages arising from or related to a claim of
<br />bodily injury or property damage resulting
<br />from CPS HR's willful misconduct or negligent
<br />performance of this Agreement; provided that,
<br />Client notifies CPS HR in a commercially
<br />reasonable time, in writing of any such claim
<br />and gives CPS HR (at CPS HR's expense)
<br />sole control of the defense of same and all
<br />negotiations for its settlement or compromise.
<br />J. Limitation of Liability.
<br />NOTWITHSTANDING ANYTHING TO THE
<br />CONTRARY CONTAINED HEREIN,
<br />NEITHER PARTY HERETO SHALL HAVE
<br />ANY LIABILITY OR RESPONSIBILITY FOR
<br />ANY INDIRECT, INCIDENTAL,
<br />EXEMPLARY, SPECIAL OR
<br />CONSEQUENTIAL DAMAGES (INCLUDING,
<br />BUT NOT LIMITED TO, DAMAGES ARISING
<br />FROM LOSS OF PROFITS OR DATA),
<br />EVEN IF ADVISED OF THE POSSIBILITY
<br />OF SUCH DAMAGES. CPS HR' LIABILITY
<br />FOR DAMAGES HEREUNDER SHALL NOT
<br />EXCEED THE AMOUNT OF FEES PAID BY
<br />CLIENT TO CPS HR UNDER THE
<br />APPLICABLE STATEMENT OF WORK.
<br />K. Miscellaneous.
<br />1. Notices. Any notice to the parties
<br />required or permitted under this Agreement
<br />shall be given in writing and shall be sent to
<br />
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