CT Corporation System
TERMS AND CONDITIONS
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, SINCE BY AGREEING TO PROVIDE THE CORRESPONDENT, SEARCH OR OTHER SERVICES ON BEHALF OF C T CORPORATION SYSTEM (“CT”) CREATES A BINDING LEGAL AGREEMENT. NO CHANGES BY YOU WILL BE ACCEPTED TO THIS AGREEMENT. CT MAY CHANGE, ADD OR REMOVE ANY PART OF THIS AGREEMENT AT ANY TIME. SUCH CHANGES SHALL BE POSTED ON THE APPLICABLE CT ONLINE PORTAL OR OTHERWISE MADE AVAILABLE TO YOU. IF ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT RENDER THE SERVICES REQUESTED. YOUR CONTINUED RENDERING OR PROVISION OF THE SERVICES OR PAYMENT BY CT THEREFOR, NOW OR FOLLOWING THE POSTING OF A REVISED VERSION OF THIS AGREEMENT, WILL INDICATE YOUR ACCEPTANCE OF THESE TERMS AND OF ANY SUCH REVISED VERSION.
Services. The provider (the “Provider”) of the services requested (the “Services”) shall provide personnel and the professional services as are called for or as otherwise necessary and appropriate to carry out the Services. Provider shall be responsible for providing its own resources and equipment as necessary to provide the Services.
Confidentiality. Provider shall (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining CT’s express prior written consent on a case-by-case basis. Provider shall protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Provider protects its own confidential or proprietary information of a similar nature and with no less than the greater of reasonable care and industry-standard care. Provider’s obligations under this paragraph shall terminate with respect to any particular information that Provider can prove, by clear and convincing evidence, is, or through no fault of Provider has become, generally available to the public. Additionally, Provider shall be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by CT, or is required by law or court order, provided that Provider immediately notifies CT in writing of such required disclosure and cooperates with CT, at CT’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court. “Confidential Information” means any and all information related to the business(es) which are the subject of any project performed or considered for performance by Provider for CT, the business of CT or the business of any affiliate of CT (including the existence and terms of this Agreement, trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists and information, personnel information, financial data, and proprietary information of third parties provided to CT or its affiliates in confidence) that CT considers to be confidential or proprietary.
Applicable Laws. In performing its obligations under this Agreement, Provider shall (a) (i) comply with all applicable privacy laws, (ii) immediately notify CT if any unauthorized third party has had access to any of CT’s Confidential Information and (iii) cooperate, at its own expense, with any investigation thereof or any notification or action.
Indemnification. Provider will indemnify and hold CT harmless from, and will defend CT against, any and all loss, liability, damage, claims, demands or suits and related costs and expenses to persons or property that arise, directly or indirectly, from (i) acts or omissions of Provider or (ii) breach of any term or condition of this Agreement by Provider.
Limitation of Liability. In no event shall CT be liable for any consequential, indirect, exemplary, special, incidental, or punitive damages arising from or relating to this Agreement. CT’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, shall not exceed the aggregate amount of Fees owed by CT to Provider for Services performed under this Agreement.
Governing Law; Venue. This Agreement is governed by the laws of the State of New York without reference to any laws of such state that would require the application of the laws of any other jurisdiction. Provider irrevocably consents to the personal jurisdiction of the state and federal courts located in New York, New York, for any suit or action arising from or related to this Agreement and waives any right Provider may have to object to the venue of such courts. Provider further agrees that such courts shall have exclusive jurisdiction over any such suit or action initiated by Provider against CT.
Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (C) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.
Publicity. Without CT’s express prior written consent, which it may provide or withhold in its sole discretion, Provider shall not use the name or any trademark or service mark of CT or any of its affiliates or of any division, business unit, product or service of CT or any of its affiliates in connection with any marketing, advertising or other publicity.