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Default. If Advisor fails to satisfy any of the provisions of this Contract, or so fails to perform and/or administer
<br /> the services detailed in Appendix A, attached hereto, in such a manner as to endanger the performance of the
<br /> Contract or the services provided hereunder,this shall constitute default. Unless Adviosr's default is excused by
<br /> Client, Client may, upon written notice, immediately cancel this Contract or exercise any other rights or remedies
<br /> available to Client under this Contract or law. In the event of Advisor's default, Advisor shall be liable to Client
<br /> for any and all costs, disbursements, attorneys and consultant fees reasonably incurred by Client in enforcing
<br /> this Contract.
<br /> 5. Indemnification; Sole Remedy. The Client and the Advisor each hereby agree to indemnify,defend and hold the
<br /> other harmless from and against any and all losses, claims, damages, expenses, including without limitation,
<br /> reasonable attorney's fees, costs, liabilities, demands and cause of action (collectively referred to herein as
<br /> "Damages") which the other may suffer or be subjected to as a consequence of any act, error, material
<br /> misstatement or omission of the indemnifying party in connection with any information provided, or the
<br /> performance or nonperformance of its obligations hereunder, less any payment for damages made to the
<br /> indemnified party by a third party.
<br /> Notwithstanding the foregoing, no party hereto shall be liable to the other for Damages suffered by the other to
<br /> the extent that those Damages are the consequence of: (a)events or conditions beyond the control of the
<br /> indemnifying party, including without limitation, changes in economic conditions; (b)actions of the indemnifying
<br /> party which were reasonable based on facts and circumstances existing at the time and known to the
<br /> indemnifying party at the time the service was provided; or(c) errors made by the indemnifying party due to its
<br /> reliance on facts and materials provided to the indemnifying party by the indemnified party.
<br /> Whenever the Client or the Advisor becomes aware of a claim with respect to which it may be entitled to
<br /> indemnification hereunder, it shall promptly provide written notice to the other, which shall include a description
<br /> of the nature of the claim. If the claim arises from a claim made against the indemnified party by a third party,
<br /> the indemnifying party shall have the right, at its expense, to contest any such claim, to assume the defense
<br /> thereof, to employ legal counsel in connection therewith, and to compromise or settle the same, provided that
<br /> any compromise or settlement by the indemnifying party of such claim shall be deemed an admission of liability
<br /> hereunder. The remedies set forth in this section shall be the sole remedies available to either party against the
<br /> other in connection with any Damages suffered by it. The indemnification provision of this Section shall not
<br /> apply to the extent damages or other losses were proximately caused by or resulted from the negligence, breach
<br /> of contract or willful misconduct of the non-indemnifying party. All indemnification obligations shall survive
<br /> termination, expiration or cancellation of this Contract. Advisor agrees, that in order to protect itself and Client
<br /> under the indemnity provisions set forth above, it will at all times during the term of this contract keep in force
<br /> policies of insurance required in the Paragraph entitled, "Insurance." Nothing in this Contract shall be construed
<br /> to waive any immunities or limitations to which Client is entitled under Minn. Stat.Chapter 466 or otherwise.
<br /> 6. Confidentiality; Disclosure of Information.
<br /> 6.1 Client Information. All information,files, records, memoranda and other data of the Client which the Client
<br /> provides to the Advisor, or which the Advisor becomes aware of in the performance of its duties
<br /> hereunder("Client Information"), shall be deemed by the parties to be the property of the Client. Advisor
<br /> may disclose Client Information to third parties in connection with the performance by it of its duties
<br /> hereunder.
<br /> 6.2 Advisor Information. The Client acknowledges that, in connection with the performance by the Advisor of
<br /> its duties hereunder, the Client may become aware of internal files, records, memoranda and other data,
<br /> including without limitatioflegan computer programs of the Advisor ("Advisor Information"). The Client
<br /> acknowledges that all Advisor Information, except reports prepared by the Advisor for the Client, is
<br /> confidential and proprietary to the Advisor, and Client agrees that it will not, directly or indirectly, disclose
<br /> the same or any part thereof to any person or entity except upon the express written consent of the
<br /> Advisor,except as otherwise provided by law.
<br /> 7. Conflicts of Interest. Client acknowledges that it has received those disclosures set forth and contained within
<br /> Appendix C attached hereto and incorporated herein by reference. Client further acknowledges that it has been
<br /> given the opportunity to raise questions and discuss the above-referenced matters with Advisor and that it fully
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