Fortress Interactive: Confidentiality, Disclaimers & Contractor Terms

Confidentiality.

At all times, each Party shall: (i) not copy, disclose to third parties, or use the other Party’s Confidential Information for any purpose other than for the performance of this Agreement; and (ii) protect the other Party’s Confidential Information with the same degree of care it exercises to protect its own Confidential Information to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof. If the Transaction is not consummated all Confidential Data within the Recipient Parties possession or control shall be returned to the Disclosing Party immediately upon request therefor from the Disclosing Party.

Disclaimer of Warranties.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FCG AND ITS AFFILIATES, SUBSIDIARIES, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, THE “REPRESENTATIVES”) DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. THE REPRESENTATIVES DO NOT WARRANT THAT THE SERVICES WILL MEET CLIENT’S REQUIREMENTS NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES.

Independent Contractor Relationship.

Each of FCG and Client acknowledges and agrees that the relationship between the Parties hereunder shall be that of an independent contractor, and that nothing contained herein shall be construed or interpreted as creating any other relationship between the Parties including, but not limited to, employer/employee, principal/agent, partnership, or joint venture.

Understanding Confidential Information

Confidential information refers to sensitive data that is shared between parties during the course of their relationship. This can include trade secrets, proprietary information, and any other data that is not publicly available and is crucial for maintaining a competitive edge.

For instance, in a business agreement, one party may share product designs or marketing strategies with the other. It is essential for both parties to understand the importance of protecting this information to avoid potential legal repercussions and maintain trust in their professional relationship.

Limitations of Liability

Limitations of liability clauses are critical in legal agreements, as they define the extent to which one party can be held accountable for damages or losses incurred by the other. These clauses help mitigate risks and provide clarity on the potential financial exposure of each party.

For example, if a service fails to meet expectations, a limitation of liability clause may restrict the compensation to a specific amount or exclude certain types of damages. This ensures that both parties have a clear understanding of their responsibilities and the risks involved in their agreement.

Termination of Agreement

The termination of an agreement outlines the conditions under which either party can end the contractual relationship. This section is vital for protecting the interests of both parties and ensuring a smooth exit process should circumstances change.

Common reasons for termination include breach of contract, mutual consent, or the completion of the contract terms. Having clear termination clauses helps prevent disputes and provides a framework for resolving any issues that may arise during the partnership.

Governing Law and Jurisdiction

The governing law and jurisdiction clause specifies which laws will govern the agreement and where legal disputes will be resolved. This is an essential aspect of any contract as it provides clarity and predictability for both parties involved.

For instance, if a contract is governed by the laws of a specific state, any legal disputes must be resolved in that state’s courts. This helps in minimizing confusion and ensures that both parties are aware of the legal framework that applies to their agreement.