PATINA RESTAURANT GROUP, LLC - Laserfiche WebLink

Home Browse Search

OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR(AND OUR PARENT, SUBSIDIARY OR AFFILIATED COMPANIES)AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL IN NO CASE EXCEED THE TOTAL AMOUNT PAID OR PAYABLE TO US PURSUANT TO THIS AGREEMENT. 17. Confidentiality. For the purposes of this Agreement, "Confidential Information"shall consist of, and shall only consist of,written and electronic information relating to your business,operations, plans,services,facilities, processes,software,methodologies, intellectual property, research and development, clients and suppliers, partners, principals,employees,consultants and authorized agents that is directly supplied by or on behalf of you to our managers and identified as"Confidential Information."Confidential Information shall not include information that(i)is generally known to the public at the time of disclosure or becomes generally known with us violating this Agreement;(ii)is in our possession at the time of disclosure otherwise than as a result of our breach of any legal obligation;(iii)becomes known to us through disclosure by sources other than you having the legal right to disclose such information; and(iv)is independently developed by us without reference to or reliance upon any Confidential Information.We will keep in confidence the Confidential Information for a period of two(2)years from the date of disclosure of such Confidential Information. Notwithstanding the foregoing,we will only be liable to you for damages caused by a breach of the immediately foregoing sentence by any of our non- manager employees to the extent that we(I)failed to inform, in advance of the Event,such non-manager employee of our obligations under this Agreement with respect to the use and disclosure of Confidential Information or(ii)directly disclosed Confidential Information to such non-manager employee other than for a purpose necessary to permit such employee to provide the Catering Services.You acknowledge that Confidential Information may be indirectly and inadvertently disclosed to our non-manager employees and that if we were to be liable to you for damages for disclosure of Confidential Information by our non-manager employees beyond what is expressly set forth herein,then we would not be willing to provide the Catering Services under the terms of this Agreement. 18. Miscellaneous.You cannot assign any of your rights or obligations under this Agreement without our prior written consent.We are acting in the capacity of an independent contractor to you. This Agreement will not be construed as creating any agency,partnership, joint venture or other form of joint enterprise, nor will It create an employment or fiduciary relationship between you and us,and neither party has the authority to contract for or bind the other party in any manner whatsoever.This Agreement is for solely for the benefit of the parties hereto. Nothing in this Agreement will confer on any other person or entity any legal or equitable rights, benefits or remedies of any nature whatsoever. This Agreement and all matters resulting from or arising from or in connection with this Agreement are governed by the laws of the jurisdiction in which the Event Location is situated,without regard to reference to any conflicts of law provisions. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such other term or provision.This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party. No waiver by us of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by us. No failure on our part to exercise,or delay by us in exercising,any rights or remedies in this Agreement will operate as a waiver of such rights or remedies. Event Name: 12-10 City of Santa Ana Installation Reception Event Date: 12/10/2024(Page 6 of 5) EVENT NUMBER:312118-1,Site:Tangata at Bowers Museum(printed 12/3/2024 9:36 AM) DN 139607-9