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NES. NES expects the Confidential Information to remain proprietary and confidential. Except as specifically contemplated hereby, the Confidential Information will (i) not be used by the Client,and (ii) be kept confidential by the Client and, except as required by law, will not be disclosed by the Client in any manner whatsoever to anyone who is not a party to this Agreement. Upon termination of this Agreement, the Client shall promptly return all Confidential Information in its possession to NES. Client acknowledges that dissemination or reuse of NES reports or data outside the scope and intent of this Agreement will be at Client's sole risk and liability. The technical and pricing information contained in any Letter of Agreement submitted by NES hereunder,or any addendum thereto, is to be considered confidential and proprietary, and shall not be released, disclosed, or otherwise made available to any third party without the express written consent of NES. G. NON-DISCLOSURE AGREEMENT. NES will hold in confidence all confidential and proprietary information regarding the Client that is furnished to NES by the Client and marked confidential and all confidential reports generated hereunder,and will not disclose such information to any third party without the Client's authorization except as necessary or appropriate in the performance of services or in response to a subpoena or other legal process. 7. NONSOLICITATION. The Client agrees that during the term of this Agreement and for a period of one (1) year immediately following the termination of this Agreement, Client will not hire any current or former NES employee ("NES employee") or solicit or induce any NES employee to become an employee or independent contractor of Client or anyone else. IF CLIENT VIOLATES ITS OBLIGATIONS UNDER THIS PARAGRAPH, CLIENT SHALL IMMEDIATELY PAY NES AN AMOUNT EQUAL TO ONE YEAR'S SALARY FOR SUCH EMPLOYEE AS LIQUIDATED DAMAGES. CLIENT AND NES AGREE THAT THE ACTUAL AMOUNT OF DAMAGES SUFFERED BY NES AS A RESULT OF ANY BREACH OF THIS PROVISION BY CLIENT WOULD BE DIFFICULT OR IMPRACTICABLE TO DETERMINE AS OF THE DATE OF THIS AGREEMENT AND THAT AN AMOUNT EQUAL TO ONE YEAR'S SALARY FOR SUCH PERSON IS A REASONABLE ESTIMATE OF THE AMOUNT OF SUCH DAMAGES. 8. INDEMNIFICATION. The Client shall indemnify,defend and hold NES, and its officers, directors, employees, subsidiaries, parents and affiliates ("Indemnified Persons"), harmless from and against any and all claims, suits, damages, losses, expenses, costs, obligations, liabilities, recoveries and deficiencies, including interest, penalties and reasonable attorneys' fees, that any Indemnified Person shall incur or suffer in connection with or relating to this Agreement or the services provided hereunder, except for such Indemnified Persons' gross negligence or willful misconduct. 9. LIMITATION OF LIABILITY. Notwithstanding anything in this Agreement to the contrary, (i) regardless of the form of action (whether in contract, tort, strict liability or otherwise), the maximum aggregate liability of NES arising from, in connection with or relating to this Agreement shall not exceed the fees earned by NES under this Agreement and (ii) in no event will NES be liable for lost profits, business interruption, or for indirect, special, incidental, punitive, consequential or similar damages, even if advised of the possibility thereof. No cause of action under this Agreement shall be brought more than one (1) year after it arises. NES will not be liable for any failure or delay in the performance of its obligations hereunder by reason of any cause which is beyond its reasonable control. 3359002.233544.3 2