2004-11-08 Regular Meeting, Public Hearing and Workshop Meeting

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including Common CENTS@ Solutions software, recipes, diet manuals, videotapes, technical and nontechnical data related to the operations, methods, techniques, processes, finances, existing and future products, actual or potential customers and suppliers, procedure and/or personnel manuals, and any information which has been disclosed to Valley by a third party which Valley is obligated to treat as confidential. All Proprietary Items are confidential to and are and will remain the sole and exclusive property of Valley. In the event the Client receives, obtains access, or otherwise is exposed to any Proprietary Items, the Client will and shall cause its officers, employees, and agents to, (a.) hold the Proprietary Items in. trust and in strictest confidence, (b.) not produce, use, distribute or otherwise disseminate the Proprietary Items except to the extent necessary to aid the performance of the services provided by Valley, and (c.) otherwise protect the Proprietary Items from disclosure. Upon request by Valley and/or termination of this Agreement, the Client shall return all property belonging to Valley, including without limitation, all tangible materials containing or embodying Proprietary Items then in its custody, control, or possession. 11. Increase in Costs: If any increase in costs to Valley occurs resulting from a change in the policies or practices of the Client, the Federal and/or State minimum wage laws, or any other Federal, State, and/or local laws, Valley and the Client agree to negotiate in good faith a proportionate increase in Valley's charges to the Client. If Valley and the Client cannot reach an agreement as to such increase, then this Agreement may be terminated by either party upon thirty (30) days prior written notice of termination. 12. Relationship of the Parties: Valley shall at all times act as an independent contractor. No employee of Valley shall be deemed an employee of the Client, and no employee of the Client shall be deemed an employee of Valley. Valley and the Client shall have full responsibility for payment of wages and compensation to their respective employees and for compliance with all applicable federal and state payroll tax requirements with respect to their respective employees. Valley shall be solely responsible for the supervision of its employees in accordance with Equal Opportunity Laws, Executive Orders, and Valley and/or Client policies and procedures. Valley shall have sole control of the manner and means of performing its obligations hereunder. 13. Non-Solicitation of Emplovees: It is understood that the employees of Valley who will supervise the operation of the Food Preparation Facilities have been recruited and trained by Valley at substantial expense. The Client shall not hire directly or indirectly, or offer employment to, or allow any other entity or concern over which it has any control to hire or offer employment to any such employee of Valley in the operation of any Food Preparation Facilities during the term of this Agreement or for one (I) year thereafter, unless such employees were former employees of the Client. For any breach of this covenant, Valley may recover from the Client, as liquidated damages, and not as a penalty, the sum of two hundred dollars ($200) per calendar day for each day that such employee remains in such unauthorized employment up to a 3 ~