Sierra Club, Inc. - Page 7




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                    6.2  SC agrees to indemnify and hold ABS, its                     
               agents, and participating financial institutions                       
               harmless from any and all direct or contingent                         
               liabilities, claims, damages, losses and expenses                      
               arising from SC activities in participating in the                     
               program to the extent that the same are the result of                  
               SC gross negligence or wilful misconduct.                              
                    6.3 Nothing in this Agreement shall be construed                  
               as constituting a partnership or agent/principal                       
               relationship between the parties.                                      
                    ARTICLE 7.  Confidentiality                                       
                    7.1  ABS agrees that in the event of the                          
               termination of this Agreement, all data, documents and                 
               information pertaining to SC members will be returned                  
               forthwith to SC; provided however that ABS, its agents,                
               or participating financial institutions may retain                     
               copies of any materials required to properly control                   
               and handle any established customer relationships.  ABS                
               agrees that it acquires no right under this Agreement                  
               to inspect, copy or gain possession of any list of                     
               members of SC or any part thereof.                                     
                    7.2  ABS agrees that any and all information                      
               provided by SC shall be the sole property of SC, and                   
               shall not be used, transferred, reproduced or otherwise                
               dealt with by ABS, its agents or any participating                     
               financial institution except under terms and conditions                
               approved by SC.                                                        
                         *    *    *  *     *   *  *                                  
                    ARTICLE 8.  Exclusivity                                           
                         *    *    *  *     *   *  *                                  
                    ARTICLE 9.  Event of Default                                      
                    In the event ABS fails to perform any of its                      
               obligations under this Agreement, SC shall give notice                 
               of such event ("Event of Default") to ABS.  If ABS has                 
               not cured the Event of Default within 10 days after                    
               receipt of notice, SC may, in addition to its remedies                 
               at law or in equity, terminate this Agreement.  If this                
               Agreement terminates by expiration of the term set                     
               forth in Article 5 or pursuant to the provisions of                    
               Section 2.3 [sic], ABS and participating financial                     
               institutions may retain such records as are necessary                  
               in order for them to maintain any customer                             
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Last modified: May 25, 2011