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<br />(C.) All fees due under this agreement shall be payabLe by ordfnary check, except that DRl reserves the ri ght to require
<br />. payment by certified check, after having given Cl.IENT three days notice of such requirementa
<br /> IV. PROPRIETARY RIGHTS A~D DISCLOSURE
<br />The written report required under Section II. <D.) shall become the sole property at CLIENT after payment to ORl. of the TOTAL
<br />AMOUNT required in Section III. The survey questionnaires and replies and all related data, materials and information shall
<br />remain the property of DRL. DRl agrees not to divulge or use for any purpose, including but not limited to advertising and
<br />public relations, the information obtained in the survey without the written consent of CLIENT; provided, howeve r f if the
<br />data or resul ts of the survey are directly or indirectly made public by CLIENT or anyone else, DRL may make publ ic the
<br />following information: the population from which the sample was taken, the method of obtaining the interviews, including the
<br />size and design of the sample, and the basis of the data it the sample is less than the total sample, the dates and times
<br />~hen the interviews were conducted, the exact warding of ~uestians asked and the client's name. CLIENT agrees that if it or
<br />anyone else acting on Its behalf wishes to release in whole or in part to the public by press release, speech, or otherwise,
<br />the data or results of the surveyor contents of the written report, that CLIENT or such other person will first notify DRL
<br />in writing, and that there will be also stated in the release, speed'J , or otherwise, that the survey was done by DEC:SION
<br />RESOURCES, LIMITED, OF M I N~EAPOLI S, MINNESOTA. CLIENT agrees, at all times both during the term of this Agreement and
<br />thereafter I to keep in confidence all knowledge or information as to the processes, methods and techniques of DRL and not to
<br />disclose or make known such knowledge or information to any other person, firm, corporation or organization, including but
<br />not limited to competitors of ORl, except when specifically authorized to do so in writing by DRL. CLIENT further under-
<br />stands and agrees that the names and addresses of interv;ewers used by DRL and the names and/or addresses of persons samolea
<br />are confidential and witl not be mad~ available to CLIENT.
<br /> V. EXCLUSION OF ~ARRA~TIES
<br />DRL agrees to utilize its best eftorts to insure the accuracy of any survey by it pursuant to this Agreement. Ho...ever, i:: is
<br />. specificallY understood and agreed that nothing in this Agreement. or any surveyor written report furnished under Section
<br />II. (D.), shall be considered as either a prediction or guarantee of the results of any election or the outcome of any event,
<br />and any representations or warranties, express or implied, to that effect are hereby excluded. In addition, ORL sMall not be
<br />responsible or liable for any failure by it to conduct any surveyor render any written report if such failure results from
<br />labor disturbances, fires, floods, wars, riots, civil disturbances and other events beyond the control of DRL.
<br /> VI. ARBITRATION
<br />The parti es agree that any dispute arls1ng under this Agreement shall be resolved under the rules and procedures of the
<br />American Arbitration Associ at i on as applicable under Minnesota law and that any such proceedings shall be conducted in
<br />Minnesota.
<br /> VII. LIQUIDATED DAMAGES
<br />In the event CLIENT fails to make timely payment under Section III (B.), DRL shall be entitled to liquidated damages equal to
<br />fifteen percent (15X) at the TOTAL AMOUNT due. The parties expressly agree that this provision is in recognition of the fact
<br />that DRL's damages are incapable of precise measurement due to costs associated with lost opportunities, generating samples,
<br />~uestionnaire design, phone facility scheduling, and staff time.
<br /> VIII. MODIFICATIONS
<br />Modifications of this Agreement shall not be enforceable unless in writing and signed by the party to be charged. Neither
<br />parties' waiver of any rights due him under this Agreement shall have the effect of waiving other or subsequent rights due
<br />hereunder.
<br />. IX. MISCELLA~EOUS
<br />(A.) This Agreement merges and supersedes all other agreements. verbal and written, between the parties and represents all
<br />agreements between them and binds their administrators. heirs, successors and assjgns~
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