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6 <br />Services Agreement <br />appoint an arbitrator and the two appointed arbitrators will together select a third neutral arbitrator. Except <br />as specifically provided in this Section, the arbitration will be conducted in the exclusive jurisdiction of <br />Denver, Colorado, in accordance with the American Arbitration Association rules of commercial disputes. <br />The arbitration award will be binding upon the Parties to this Agreement. <br />7. CONFIDENTIALITY <br />Confidential Information means all non-public information, whether disclosed before or after the effective <br />date of this Agreement, that is conveyed from the one Party to the other, orally or in electronic or tangible <br />form, or otherwise obtained by the receiving Party through observation or examination of the disclosing Party's <br />operations or Confidential Information, and (i) is marked as "confidential," (ii) is orally designated by as <br />"confidential" and confirmed in writing within thirty (30) days of disclosure, or (iii) due to the circumstances <br />surrounding its disclosure would be reasonably construed as "confidential." Confidential Information does not <br />include any information which (a) was rightfully in the possession of the Contractor prior to receiving it from <br />the Owner, (b) is independently developed by the Contractor without use of or reliance upon the Confidential <br />Information from the Owner, (c) was in the public domain at or subsequent to the time of disclosure (through <br />no breach of the Contractor) or (d) is obtained in good faith from a third Party not under any obligation of <br />confidentiality. <br />The Contractor acknowledges it has acquired and will acquire Confidential Information of the Owner in <br />connection with the performance of the Services. The Contractor shall: <br />(a) during the term of this Agreement and indefinitely thereafter, treat Confidential Information <br />as strictly confidential and shall not disclose or permit the disclosure of Confidential <br />Information except to those officers and employees of the Contractor with a need to know, <br />and upon whom confidentiality obligations have been imposed, or except as required by <br />law; <br />(b) during the term of this Agreement and for two years thereafter, not make use of Confidential <br />Information other than as required for the sole and exclusive purpose of performing the <br />Services; and <br />(c) promptly return to the Owner, upon written request, or provide confirmation of destruction <br />of, all Confidential Information. <br />8. GENERAL <br />8.1 Entire Agreement <br />This Agreement contains the entire agreement of the Parties regarding the performance of the Services <br />and no understandings or agreements, oral or otherwise, exist between the Parties except as expressly set <br />out in this Agreement. <br />8.2 Amendment <br />This Agreement may be amended only by agreement in writing, signed by both Parties. <br />8.3 Changes <br />Changes to Schedule A – Services and Schedule B – Fees may occur from time to time, provided that such <br />changes shall be amended by the use of a Change Order signed by both Parties. <br />8.4 Assignment and Enurement <br />This Agreement shall not be assigned by either Party, without the prior consent of the other Party which <br />shall not to be unreasonably withheld. This Agreement shall be binding upon the Parties respective <br />administrators, trustees, receivers, successors and permitted assigns.