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¿g(j- 5.2 No Other Damacres. IN NO EVENT SHALL SANDPIPER BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR LOST PROFITS¡ CONSEQUENTIAL¡ SPECIAL¡ INCIDENTAL¡ OR PUNITIVE DAMAGES¡ HOWSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT REGARDLESS OF THE BASIS OF THE CLAIM, WHETHER IN CONTRACT¡ TORT ¡ STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY WHETHER OR NOT SANDPIPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 5.3 Indemnification BY Client. Client shall indemnify Sandpiper and hold it harmless from any losses, costs, expenses, damages¡ and liabilities, including without limitation, reasonable attorneys fees and court costs, relating to any claim by any third party arising from or related to this Agreement. For purposes of this Paragraph 5.3, the indemnification of Sandpiper shall include the indemnification of Sandpiper's employees, agents, affiliates and third parties performing services for Client on behalf of Sandpiper. .'. 5.4 Procedure for Indemnification. In the event any third party asserts any claim against Sandpiper with respect to any matter to which the indemnification of Paragraph 5.3 is applicable¡ Sandpiper shall give notice to Client of such claim and Client shall have the right at its election to take over the defense or settlement of such claim at its own expense by giving notice of such election in writing to Sandpiper.' If Client does not give notice and does not proceed to diligently defend such third party claim within thirty (30) days after notice from Sandpiper, Client shall have no further right to defend such claim or participate in the negotiation of any settlement but shall reimburse Sandpiper for all losses, costs¡ expenses, damages, and liabilities, including without limitation, reasonable attorneys' fees and court costs related to the defense or settlement of such claim. Sandpiper must be a party to any settlement agreement which includes an admission of liability, any obligation to perform or re.frain from performing any act (other than payment of amounts in settlement) or the imposition of fines or other monetary obligations upon Sandpiper. ARTICLE 6 - CONFIDENTIALITY 6.1 Client's Ob1iQations. Client agrees that the Proprietary Information and the contents of this Agreement (collectively "Confidential Information") are and \ shall be treated as the confidential information of Sandpiper. Client shall exercise at least the same degree of care to safeguard the confidentiality of the Confidential Information as Client would exercise with respect to Client's own confidential information. Client may not duplicate¡ sell or disclose to others the Confidential Information, in whole or in part, without the prior written permission of Sandpiper. This prohibition on disclosure shall not apply to disclosure by Client to its employees who have