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Terms and Conditions Addendum Loss Limitation and Indemnification Drescher & Malecki LLP’s liability for all claims, damages, and costs arising from this engagement is limited to three times the total amount of fees paid by you to Drescher & Malecki LLP for services rendered under this agreement. You agree to indemnify, defend, and hold harmless Drescher & Malecki LLP and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns with respect to any and all claims arising from this engagement, regardless of the nature of the claim, and including the negligence of any party, excepting claims arising from the gross negligence or intentional acts of the firm. Designation of Venue and Jurisdiction In the event of a dispute, you and we agree that the courts of the state of New York, County of Erie, shall have jurisdiction, and we agree to submit all disputes to the courts of the state of New York, County of Erie or the U.S. District Court for the Western District of New York, which is the proper and most convenient venue for resolution. We also agree that the law of the state of New York shall govern all such disputes. Proprietary Information You acknowledge that proprietary information, documents, materials, management techniques and other intellectual property we use are a material source of the services we perform and were developed prior to our association with you. Any new forms, software, documents or intellectual property we develop during this engagement for your use shall belong to us, and you shall have the limited right to use them solely within your business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which we make available to you are confidential and proprietary to us. Neither you, nor any of your agents, will copy, electronically store, reproduce or make available to anyone other than your personnel, any such documents. This engagement letter will apply to all materials whether in digital or “hard copy” format. Statute of Limitations You agree that any claim arising out of this Agreement shall be commenced within one (1) year of the delivery of the work product to you, regardless of any longer period of time for commencing such claim as may be set by law. A claim is understood to be a demand for money or services, the service of a suit, or the institution of arbitration proceedings against Drescher & Malecki LLP. Termination and Withdrawal We reserve the right to withdraw from the engagement without completing services for any reason, including, but not limited to, your failure to comply with the terms of this engagement letter or as we determine professional standards require.