the engagement agreement is used to outline the terms and conditions expected of both parties as they form a business relationship. the company also agrees that neither canaccord adams nor any other indemnified person shall have any liability to the company or any person asserting claims on behalf or in right of the company in connection with or as a result of the engagement or any matter referred to in the engagement, except to the extent that any losses incurred by the company are finally determined by a court or arbitral tribunal to have resulted primarily and directly from the willful misconduct or gross negligence of canaccord adams in performing the services that are the subject of the engagement.