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The information is or becomes available to the Receiving Party from another source without breach of any legal obligation to protect such information.
Article 5: Copyright
Duke shall retain full right, title and interest, including copyright to all information and data independently developed, discovered or created during the performance of the Services. Duke hereby grants to Customer a royalty-free, non-exclusive license to use any information provided to Customer subject to the requirements of Article 4. Customer may make copies of such information for its internal use and for the solicitation of offers to perform work described or recommended in such information.
Article 6: Liability
Duke shall be responsible for direct damages to Customer or its employees but only to the extent such damages result from the negligence of Duke, and in no event shall Dukes aggregate liability to Customer arising out of or related to the Services of this Agreement exceed the compensation paid to Duke as described in the applicable Exhibit. Duke shall not be liable, whether as a result of contract, warranty or tort (including negligence or strict liability) for any incidental, consequential, punitive, indirect or special damages, including, but not limited to any loss of use of property, equipment or systems, loss by reason of facility shutdown or service interruption, costs or capital or expenses thereof, loss of profits or revenues, or costs of purchased or replacement utilities. The provisions of this Article 6 providing for the limitation of or protection against liability of Duke shall also protect its directors, officers, employees, agents, suppliers, subcontractors and affiliated entities. Any cause of action or other claim relating to the Services will be barred unless commenced within one year after the cause of action has accrued.
Article 7: Independent Contractor
The relationship between the Parties shall be that of independent contractors and not subcontractors, employees or agents. Neither Party shall have the right to assume or create obligations or responsibilities of any type in the name of the other Party.
Article 8: Assignment
Neither this Agreement nor the Services to be performed shall be assigned or otherwise transferred by a Party without the prior written consent of the other Party; provided, however, that Duke may subcontract portions of its obligations under this Agreement.
Article 9: Survival
The provisions of Articles 3, 4, 5, 6, 7, 9, 10, and 11 shall survive this Agreement and the completion of the Services performed hereunder and shall remain in effect.
Article 10: Termination
Either Party may terminate this Agreement for its convenience in whole or in part, upon 30 days prior written notice to the other. Such termination by Customer shall not relieve Customer of its obligation to pay Duke for Services performed up to the date of termination and all reasonable expenses Duke incurs directly by reason of the termination.
Article 11: Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.
Article 12: Delays
Duke shall not be in default in the performance of the Services to the extent that such performance is prevented or delayed by any cause which is beyond its reasonable control.
Article 13: Entire Agreement; Amendment; Order of Precedence
This Agreement expresses the final and entire agreement of the Parties with respect to its subject matter, and supersedes all prior negotiations, proposals, responses, statements and negotiations, whether written or oral. This Agreement may be amended or modified only in writing and signed by both Parties; provided however, any signature by Duke of Customers standard purchase order or other contract form shall not be effective to amend or modify any of the terms and conditions of this Agreement which is the final and entire agreement of the Parties.