ShoreAID.com

Confidentiality
In the performance of this Agreement, each party may have access to confidential, proprietary or trade secret information owned or provided by the other party relating to Services, marketing plans, business plans, financial information, specifications, flow charts and other data ("Confidential Information").  All Confidential Information supplied by one party to another pursuant to this Agreement shall remain the exclusive property of the disclosing party.  The receiving party shall use such Confidential Information only for the purposes of this Agreement and shall not copy, disclose, convey or transfer any of the Confidential Information or any part thereof to any third party.  Neither party shall have any obligation with respect to Confidential Information which:  (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party;  (ii) was previously known to the a receiving party or rightly received by a receiving party from a third party; or  (iii) is independently developed by or a the receiving party.

Indemnification

1. CLIENT agrees to indemnify and hold free and harmless VBWebSites from and against loss, suit, damage or claim, including reasonable attorney's fees and costs, as a result of or in any way arising from CLIENT’s negligence, as it may relate to CLIENT’s creating and/or adding value to VBWebSites's existing software and technology products/services identified within this Agreement.  CLIENT shall specifically not be responsible for the indemnification of VBWebSites from and against loss, suit, damage or claim, which does not arise as a direct result of CLIENT’s negligence in performance of this contract.  This hold harmless and indemnification obligation shall survive any termination of this Agreement.
2. VBWebSites shall, at its own expense, defend any suit that may be instituted against CLIENT or any end user customer of CLIENT for any alleged infringement of any patent, trademark or copyright related to VBWebSites's Software Product/Services as provided by VBWebSites hereunder, provided that:

1.   Such alleged infringement consists only of the use of VBWebSites's Services in the manner for which they are designed by itself and does not relate to any modification or alteration or combination with other works.

1. CLIENT gives VBWebSites immediate notice in writing of any such suit and permits VBWebSites, with counsel of its choice, to defend such suits.
2. CLIENT provides VBWebSites all of the necessary information, assistance and authority, at CLIENT’s own expense, to enable VBWebSites to defend such suit.  Similarly, CLIENT causes all its end user customers to similarly provide all necessary information, assistance and authority.  
3. VBWebSites's indemnity shall not apply with respect to any claim arising out of or based upon any modification or alteration of VBWebSites's Software Products/ Services created by or for VBWebSites.
4. The foregoing indemnities shall be contingent upon the parties seeking to enforce the indemnity against the other party (1) giving written notice to the other party of any claim, demand, or action for which indemnity is sought; (2) fully cooperating in the defense or settlement of any such claim, demand, or action; and (3) obtaining the prior written agreement of the indemnifying party to any settlement or proposal of settlement.

Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, USA.  Actions brought under this agreement shall have the County of Northampton, VA, USA as venue.