2013 Houston Course Schedule

UNITED STATES
9. Confidentiality
Buyer agrees to keep confidential any and all Sellers proprietary and confidential information observed by Buyer
personnel or otherwise acquired under these Terms and Conditions, whether patentable, copyrightable, or not,
including, but not limited to, the information contained in the training materials. Buyer may, however, disclose
such confidential information to its personnel who need to know same, for purposes consistent herewith,
provided it shall have informed such personnel of the confidential nature of such information and direct such
personnel not to disclose such confidential information. Buyer acknowledges that Sellers ownership of,
development of, and protection of its proprietary and confidential information is an integral part of Sellers
business.
Information provided by Seller for purposes hereof shall not be deemed confidential information and the
obligations of Buyer under these Terms and Conditions shall not apply when such information:

a.

is already known by Buyer, unless previously supplied by Seller;

b.

is or becomes in the public domain through no wrongful act of Buyer;

c.

is rightly received from a third party not under a confidentiality obligation to Seller;

d.

is required to be disclosed pursuant to requirements of a governmental agency or by operation of

law; or

e.

is approved for release by written authorization to Buyer from Seller.

The burden of proof that any information falls within the provisions of this paragraph lies with the party relying on
this paragraph.
Buyer expressly acknowledges and agrees that, in the event of any breach of these Terms and Conditions by
Buyer or its personnel, Seller will be entitled to equitable relief, including without limitation, injunction and specific
performance against Buyer, in addition to all other remedies available to Seller in law and/or in equity. In that
event, Buyer agrees to reimburse Seller all costs and expenses incurred by Seller, including, without limitation,
attorneys fees and court costs in connection with such equitable relief or any other such remedy provided in law
or in equity. The provisions in this Section 9 shall survive termination of the Training Courses.

10. Indemnity
Except to the extent provided in Sections 5 and 6, Seller agrees to protect, defend, indemnify and hold harmless
Buyer, its officers, directors, employees or their invitees, from and against all claims, demands, and causes of
action of every kind and character without limit and without regard to the cause or causes thereof or the
negligence or fault (active or passive) of any party or parties including the sole, joint or concurrent negligence of
Buyer, any theory of strict liability and defect of premises (whether or not preexisting the date of the Training
Courses) arising in connection herewith in favor of Seller, Sellers employees, Sellers contractors or their
employees, or Sellers invitees on account of bodily injury, death or damage to property.
Except to the extent provided in Sections 5 and 6, Buyer agrees to protect, defend, indemnify and hold harmless
Seller, its officers, directors and employees or their invitees, from and against all claims, demands, and causes of
action of every kind and character without limit and without regard to the cause or causes thereof or the
negligence or fault (active or passive) of any party or parties including the sole, joint or concurrent negligence of
Seller, any theory of strict liability, any professional liability, and defect of premises (whether or not preexisting
the date of the Training Services), arising in connection herewith in favor of Buyer, Buyers employees, or
Buyers invitees on account of bodily injury, death or damage to property.
Both parties further agree to comply with and abide by, all of the applicable laws and all rules and regulations
now existing or that may be hereafter promulgated under and in accordance with any such law or laws, and
hereby agree to indemnify and hold the other party harmless from any and all claims, demands, or damages
incurred by such party arising from the failure to comply with all such laws and governmental regulations.
NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL OR INDIRECT DAMAGES INCLUDING BUT
NOT LIMITED TO LOSS OF PRODUCTION, LOSS OF PROFITS, OR BUSINESS INTERRUPTION,
HOWSOEVER CAUSED AND EVEN IF DUE TO THE NEGLIGENCE OF EITHER PARTY.
Notwithstanding anything contained in this Agreement to the contrary, Sellers total liability for all claims,
damages, causes of action, demands, judgments, fines, penalties, awards, losses, costs and expenses
(including attorneys fees and cost of litigation) shall be limited to and shall not exceed the value of the fees paid
by Buyer for the Training Courses.

2013 Houston Course Catalog - United States - Release 3 10Jan2013

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