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5. CONFIDENTIALITY. The Client acknowledges and agrees that the business methods and
<br /> information ("Confidential Information") of NES are proprietary in nature and a valuable asset
<br /> of NES. NES expects the Confidential Information to remain proprietary and confidential. Except
<br /> as specifically contemplated hereby,the Confidential Information will(i)not be used by the Client,
<br /> and(ii) be kept confidential by the Client and, except as required by law,will not be disclosed by
<br /> the Client in any manner whatsoever to anyone who is not a party to this Agreement. Upon
<br /> termination of this Agreement,the Client shall promptly return all Confidential Information in its
<br /> possession to NES. Client acknowledges that dissemination or reuse of NES reports or data outside
<br /> the scope and intent of this Agreement will be at Client's sole risk and liability. The technical and
<br /> pricing information contained in any Letter of Agreement submitted by NES hereunder, or any
<br /> addendum thereto, is to be considered confidential and proprietary, and shall not be released,
<br /> disclosed, or otherwise made available to any third party without the express written consent of
<br /> NES.
<br /> 6. NoN-DISCLOSURE AGREEMENT. NES will hold in confidence all confidential and
<br /> proprietary information regarding the Client that is furnished to NES by the Client and marked
<br /> confidential and all confidential reports generated hereunder and will not disclose such information
<br /> to any third party without the Client's authorization except as necessary or appropriate in the
<br /> performance of services or in response to a subpoena or other legal process.
<br /> 7. NONSOLICITATION. The Client agrees that during the term of this Agreement and for
<br /> a period of one (1) year immediately following the termination of this Agreement, Client will not
<br /> hire any current or former NES employee("NES employee")or solicit or induce any NES employee
<br /> to become an employee or independent contractor of Client or anyone else. IF CLIENT
<br /> VIOLATES ITS OBLIGATIONS UNDER THIS PARAGRAPH, CLIENT SHALL
<br /> IMMEDIATELY PAY NES AN AMOUNT EQUAL TO ONE YEAR'S SALARY FOR SUCH
<br /> EMPLOYEE AS LIQUIDATED DAMAGES. CLIENT AND NES AGREE THAT THE
<br /> ACTUAL AMOUNT OF DAMAGES SUFFERED BY NES AS A RESULT OF ANY BREACH
<br /> OF THIS PROVISION BY CLIENT WOULD BE DIFFICULT OR IMPRACTICABLE TO
<br /> DETERMINE AS OF THE DATE OF THIS AGREEMENT AND THAT AN AMOUNT EQUAL
<br /> TO ONE YEAR'S SALARY FOR SUCH PERSON IS A REASONABLE ESTIMATE OF THE
<br /> AMOUNT OF SUCH DAMAGES.
<br /> 8. INDEMNIFICATION. The Client shall indemnify, defend and hold NES, and its officers,
<br /> directors, employees, subsidiaries,parents and affiliates("NES Indemnified Persons"),harmless
<br /> from and against any and all claims,suits,damages,losses,expenses,costs,obligations, liabilities,
<br /> recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees, that any
<br /> Indemnified Person shall incur or suffer in connection with or relating to this Agreement or the
<br /> services provided hereunder, except for such Indemnified Persons' gross negligence or willful
<br /> misconduct. NES shall indemnify, defend and hold Client, its City Council, officials, officers,
<br /> directors, employees, agents, and volunteers ("City Indemnified Persons"), harmless from and
<br /> against any and all claims, suits,damages, losses,expenses, costs, obligations, liabilities,recoveries
<br /> and deficiencies, including interest, penalties and reasonable attorneys' fees, that any Indemnified
<br /> Person shall incur or suffer in connection with or relating to this Agreement or the services provided
<br /> hereunder, except for such Indemnified Persons' negligence or willful misconduct.
<br /> 9. LIMITATION OF LIABILITY. Notwithstanding anything in this Agreement to the
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