During the time that GCG Risk is performing AuditRate Services for the Client, GCG Risk’s status will be that of an independent contractor of the Client. GCG Risk may subcontract the provision of AuditRate Services hereunder from time to time, provided, that GCG Risk shall remain responsible for all acts and omissions of any such subcontractors.
The term of GCG Risk’s engagement under this Letter (the "Consulting Period") will begin as of the date of the Letter (the "Effective Date") and will remain in effect until completion of the AuditRate Services. Notwithstanding the foregoing, either party may terminate this Letter upon thirty (30) days prior written notice to the other party due to such party’s material breach, so long as the breaching party fails to cure such breach within the thirty (30) day notice period.
In the performance of its duties, GCG Risk may rely upon, and will have no obligation to independently verify the accuracy, completeness, or authenticity of, any written instructions, documents or information provided to GCG Risk by the Client or its designated representatives and reasonably believed by GCG Risk to be genuine and authorized by the Client. Client agrees to timely provide all documents necessary for GCG Risk to perform AuditRate Services under the Letter.
GCG Risk recognizes that certain confidential information may be furnished by the Client to GCG Risk in connection with its provision of AuditRate Services pursuant to this Letter ("Confidential Information"). GCG Risk agrees that during the term of this Letter, it will disclose Confidential Information only to those who, in GCG Risk’s reasonable determination, have a need to know such information. Confidential Information will not include information that (i) is in the possession of GCG Risk prior to its receipt of such information from the Client, (ii) is or becomes publicly available other than as a result of a breach of this Letter by GCG Risk, or (iii) is or can be independently acquired or developed by GCG Risk without violating any of its obligations under this Letter. However, disclosure by GCG Risk of any Confidential Information pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, judicial or administrative agency or by a legislative body or committee will not constitute a violation of this Letter.
The Client will promptly defend, indemnify and hold GCG Risk and its officers, directors, employees and agents (collectively, the "Indemnified Party") harmless from and against any and all claims, suits, actions, liabilities, losses, expenses or damages (collectively, "Losses") which the Indemnified Party may incur as a result of its engagement hereunder, except to the extent any such Losses arise out of or relate to the gross negligence or willful misconduct of any Indemnified Party. GCG Risk’s aggregate liability to the Client under the terms of this Letter shall be limited to direct damages and shall not exceed the amount of the fee payable hereunder for any and all causes of action. These provisions apply to the fullest extent permitted by applicable law.
Any notices, requests and other communications pursuant to this arrangement will be in writing and will be deemed to have been duly given, if delivered in person or by courier or sent by express, registered or certified mail, postage prepaid, to the addresses identified in the Letter. Either party may, by written notice to the other, change the address to which notices to such party are to be delivered or mailed.
Severability. The various provisions and sub-provisions of this Letter are severable and if any provision or sub-provision or part thereof is held to be unenforceable by any court of competent jurisdiction, then such enforceability will not affect the validity or enforceability of the remaining provisions or sub-provisions or parts thereof in this Letter.
Entire Agreement; Amendment; Assignment. The Letter and all exhibits attached hereto, constitute the entire agreement between the parties and supersedes all prior agreements and understandings, whether oral or written, between the parties regarding the subject matter hereof. Except for changes in carriers and/or lines of coverage which may occur upon unilateral approval of the Client, this Letter may be modified or amended only by a written instrument executed by both parties. The Letter, and all exhibits attached hereto, shall be binding upon and shall inure to the benefit of all assigns, transferees and successors in the interest of the parties hereto and may be assigned by GCG Risk without the Client’s consent to any successor in interest, including by merger, stock or sale of substantially all of its assets.
Governing Law; Rule of Construction. The Letter, and all exhibits attached hereto, and the resulting engagement between GCG Risk and Client, will be construed, interpreted and enforced exclusively in accordance with the laws of the State of Illinois without giving effect to the choice of law principles thereof or any canon, custom or rule of law requiring construction against the drafter.
Survival of Provisions. Sections 5, 6 and 7 of these Terms of Service will survive the termination of this Letter.