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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