|
Relationship
<br />ConsultanPs employees assigned to perform Services hereunder shall be and remain employees of Consultant
<br />whether Services are performed at Consultant's facilities or Client's facilities and shall not for any purpose be
<br />considered Client's employees. Consultant shall be solely responsible for the payment of salaries and all matters
<br />relating thereto, Including the withholding and/or payment of all payroll taxes, workmen's compensation,
<br />unemployment compensation, public liability, insurance*related benefits, vacation pay, holiday pay and all such
<br />additional legal requirements applicable to Consultant's employees,
<br />Consultant's relationship to Client hereunder Is one of independent contractor and nothing. contained in this proposal
<br />or any Schedule shall be construed to imply that Consultant or any of Consultants officers, employees oragents, ls
<br />an employee or agent of Client for any purpose. Consultant shall have no right, power or authority to create any
<br />obligation, expressed or implied, or to make any representation on behalf of Client, except as may be expressly
<br />authorized from time to time by Client in writing and then only to the extent of such authorization, Nothing herein is to
<br />Imply an agency, joint venture or partner relationship between the parties.
<br />Confidentiality
<br />"Confidential Information" shall mean various trade secrets and confidential Information of Client and/ora third party
<br />who has provided such information to Client, including, but not limited to any process, system formula, pattern,
<br />model, device, compilation, or other information, information concerning manufacturing methods, operational
<br />methods, business and technology pians, distribution strategies, sales costs, pricing, marketing, customers the
<br />terms and conditions of this proposal, and research and development of Client or any Information that Client deems
<br />to be confidential to its business unless same: (1)was already inAGRC's possession prior to its receipt from Client
<br />without restriction on its use or disclosure; (li) is or becomes available to the general public through no qct or fault of
<br />AGRC; or (iii) is rightfully disclosed to AGRG by a third party, and to the best of AGRC's knowledge, without
<br />astriction on -its -use -or disclosure; or -(1 is-demandedJay any -state -or fader -al -government agency or-b�yLcouft-€rder - ---
<br />provided that Client receives prior written notice of such disclosure.
<br />AGRC will honor confidentiality regarding any data Client provides to AGRC during this engagement as well as any
<br />analysis conducted or conclusions derived from such data. Exceetas required by the Scope of Work, no Client -
<br />identifiable data shall be shared with parlies.other than AGRC or Client unless Client provides consent, which
<br />consent needs to be provided on a case-by-case basis, or compliance with any validly issued subpoena or court
<br />order Is required, In turn, the techniques utilized and results producetf by AGRC will not be shared by Client with any
<br />other party that could utilize the inform. ation to gain a competitive advantage against AGRC. AGRC will be
<br />responsible for any breach of these obligations by Its employees or agents. AGRC agrees to take all necessary steps
<br />to protect any Confidential Information with the same degree of care that AGRC uses to protect its own confidential
<br />and proprietary information of like kind, but in no event less than a reasonable degree of care.
<br />Upon any expiration or termination of this proposal and upon Client's written request AGRC will promptly return to
<br />Crent or destroy the originals and all copies of all Confidential Information (which destruction shall include, without
<br />limitation, the process of expunging, to the extent reasonably practicable, all such Confidential information from any
<br />computer, hard drive, word processor, server, backup tape, or other electronic device containing such Confidential
<br />Information), as well as any equipment or other items, furnished by Client to AGRC. Notwithstanding the foregoing.
<br />AGRC may retain one archival copy of the Confidential information in Its confidential files for the purpose of
<br />complying with applicable laws or estabitshed company procedure regarding the preservation of business records.
<br />AGRC gathers data containing information about our customers. This information may .beshared among .AGRC
<br />affiliated businesses. In addition to being used to provide services to AGRC, customers, the information may be used
<br />for business administration, business reporting statistical analysis, marketing of AGRC products or services and
<br />Aon Risk Consultants, Inc. I Actuarial &Analytics
<br />Proprietary & ConfidentialAON
<br />Form Eflfllon Cate. April 1k, 2016 7
<br />
|