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<br />that such Data Management Services will guarantee or ensure compliance with any law, regulation, policy,
<br />obligation or requirement that may apply to or affect Customer's business, information retention strategies and
<br />standards, or information security requirements. Additionally, Customer expressly acknowledges and agrees that,
<br />(a) Customer is responsible for ensuring its own compliance with legal requirements pertaining to data retention
<br />and protection, (b) it is the Customer's sole responsibility to obtain advice of competent legal counsel as to the
<br />identification and interpretation of any relevant laws and regulatory requirements that may affect the Customer's
<br />business or data retention, and any actions required to comply with such laws, and (c) the selection, use and design
<br />of any Data Management Services, and any and all decisions arising with respect to the deletion or storage of any
<br />data, as well as any loss, or presence, of data resulting therefrom, shall be the sole responsibility of Customer, and
<br />Customer shall indemnify and hold harmless LCI and its subsidiaries, directors, officers, employees and agents from
<br />and against any and all costs, expenses, liabilities, claims, damages, losses, judgments or fees (including reasonable
<br />attorneys' fees) arising therefrom or related thereto.
<br />b. Non - Solicitation Customer agrees that during the term of the Services and for a period of one (1)
<br />year after termination thereof, it shall not directly or indirectly solicit, hire or otherwise retain as an employee or
<br />independent contractor any employee of LCI that is or was involved with or part of the Services.
<br />6. General This SOW represents the entire agreement between the parties relating to the subject matter hereof and
<br />supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of
<br />either party. Only a Change Order in writing executed by authorized representatives of both parties may amend this
<br />SOW. Any purchase order, service order or other Customer ordering document will not modify or affect this SOW,
<br />nor have any other legal effect. All equipment is purchased or leased by Customer pursuant to a separate
<br />agreement and are separate and independent obligations of Customer governed solely by the terms set forth in the
<br />State of Michigan Department of Management and Budget Purchasing Operations Contract No. 071B9200190.. This
<br />SOW may not be transferred or assigned by Customer without the prior written consent of LCI. This SOW shall be
<br />interpreted in accordance with the substantive laws of the State of Michigan, without regard to principles of
<br />conflicts of law. The relationship of the parties is that of independent contractors. LCI shall not be responsible for
<br />and shall be excused from performance, or have reasonable additional periods of time to perform its obligations,
<br />where it is delayed or prevented from performing any of its obligations for reasons beyond LCI's reasonable control,
<br />including, without limitation, acts of God, natural disasters, labor disputes, strikes or unavailability of services,
<br />personnel or materials. The parties hereby acknowledge that this SOW may be executed by electronic means
<br />through the affixation of a digital signature, or through other such similar electronic means, and any such electronic
<br />signature by either party constitutes a signature, acceptance, and agreement as if such had been actually signed in
<br />writing by the applicable party.
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