Legal

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.