Common use of Limitation of Liability and Disclaimers Clause in Contracts

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 17, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result of the breaching Party's failure to perform its obligations hereunder. (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 1713.3, the Parties intend that each Party shall be liable to the other Party for all direct damages incurred as a result of the breaching Party's ’s failure to perform its obligations hereunderunder the Agreement. (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE EITHER PARTY HEREUNDER FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED IN THE AGGREGATE OVER THE LIFE OF THIS AGREEMENT TO AN AMOUNT EQUAL TO THE AMOUNT OF ANNUAL SERVICE FEES OWED AND UNPAIDFOR THE [*] PREVIOUS IN WHICH THE CLAIM AROSE; PROVIDED, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. HOWEVER, IF THE FOREGOING LIMITATIONS UPON CLAIM ARISES IN THE STATE'S LIABILITY SHALL NOT APPLY TO: FIRST TWELVE (i12) LOSSES SUBJECT TO INDEMNIFICATION BY MONTHS AFTER THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17CONTRACT EFFECTIVE DATE, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, EITHER PARTY SHALL BE LIMITED TO THE ESTIMATED GREATER OF THE (1) THE ANNUAL FEE SERVICE FEES FOR THE CONTRACT YEAR [*] PREVIOUS IN WHICH THE DAMAGE WAS INCURREDCLAIM AROSE, OR (2) [*]. IF THIS AGREEMENT IS RENEWED OR EXTENDED BY MUTUAL AGREEMENT, BEYOND SEVEN YEARS, THE LIMITATION OF LIABILITY SHALL BE LIMITED IN THE AGGREGATE OVER THE RENEWED OR EXTENSION OF THE TERM, FROM THE DATE OF SUCH RENEWAL OR EXTENSION, TO AN AMOUNT EQUAL TO THE ANNUAL SERVICE FEES FOR THE [*] PREVIOUS IN WHICH THE CLAIM AROSE (INCLUDING ANNUAL SERVICE FEES FROM THE PRIOR TERM IF PAID WITHIN THE [*] PERIOD). THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY LIMITATIONS SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; UNDER THIS AGREEMENT, (B) LOSSES LIABILITY ARISING FROM PROVIDER'S AS A RESULT OF A FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); 10.2, (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OFINVESTORS’ FAILURE TO PAY ANY AMOUNTS DUE OR OWING UNDER THIS AGREEMENT, OR UNEXCUSED REFUSAL TO PERFORMINCLUDING AMOUNTS THAT WOULD HAVE BEEN DUE FOR SERVICES NOT RENDERED AS A CONSEQUENCE OF INVESTORS’ DEFAULT, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT ANY DAMAGES FOR BODILY INJURY (INCLUDING DEATH) AND DAMAGES TO REAL AND TANGIBLE PERSONAL PROPERTY FOR WHICH SUCH PARTY IS LEGALLY LIABLE, OR GROSS NEGLIGENCE OF PROVIDER.(E) ACTIONS IN EQUITY FOR SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER APPROPRIATE REMEDIES. 49 of 76 (cb) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND DAMAGES), OR EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY NOTWITHSTANDING THE FOREGOING, THIS SECTION 13.3(B) SHALL NOT BE LIABLE FOR EXEMPLARY DEEMED TO LIMIT OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHTAFFECT EITHER PARTY’S INDEMNITY OBLIGATIONS PURSUANT TO SECTION 19. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 17, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result of the breaching Party's failure to perform its obligations hereunder. (aXXXX’X AGGREGATE LIABILITY FOR ANY AND ALL CLAIM(S) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER FOR ALL CLAIMS ARISING UNDER OR RELATING RELATED TO THIS AGREEMENT, NOTWITHSTANDING YOUR USE OF THE FORM (e.g.SOFTWARE, ANY CLAIMED INJURY OR DAMAGE RELATED TO ANY SERVICES PROVIDED BY XXXX IN CONNECTION WITH THE SOFTWARE, OR ANY CLAIMED INJURY OR DAMAGE RELATED TO THE SOFTWARE, WILL NOT, IN ANY EVENT, EXCEED THE AMOUNT PAID BY YOU TO XXXX FOR USE OF THE SOFTWARE TO WHICH THIS AGREEMENT APPLIES, WHETHER THE CLAIMED LIABILITY IS BASED ON TORT, BREACH OF WARRANTY, BREACH OF CONTRACT, TORTINDEMNITY, ANY FORM OF STRICT LIABILITY OR OTHERWISE) OTHER LEGAL OR EQUITABLE OR STATUTORY THEORY. IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL NO EVENT WILL XXXX BE LIABLE TO YOU OR ANY PARTY FOR ANY FORM OF INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, SPECIAL OR INCIDENTAL PUNITIVE DAMAGES, EVEN IF ADVISED PENALTIES OR LOST PROFITS, REGARDLESS OF WHETHER THE CLAIMED LIABILITY IS BASED ON TORT, BREACH OF WARRANTY, BREACH OF CONTRACT, INDEMNITY, ANY FORM OF STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE OR STATUTORY THEORY, EXCEPT AS STATED IN SECTION 6 BELOW. EXCEPT AS EXPRESSLY STATED IN SECTION 4 ABOVE, XXXX DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. XXXX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SOFTWARE WILL CONTINUE TO FUNCTION IN THE EVENT XXXX CEASES TO CONDUCT BUSINESS, THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE OR SERVICES, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. XXXX DOES NOT MAKE ANY REPRESENTATION CONCERNING YOUR ABILITY TO DERIVE REVENUE OR EARN INCOME FROM USE OF THE FORM SOFTWARE IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY A COMMERCIAL OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHTOTHER SETTING. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject The liabilities of the Parties to one another in respect of matters relating to this Agreement are subject to the express following provisions and limitations of this Section 17, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result of the breaching Party's failure to perform its obligations hereunder.9: (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE CLEARWIRE’S AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, AGREEMENT NOTWITHSTANDING THE FORM (e.g.E.G., CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT OF MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID AND ANY AMOUNTS DUE UNDER SECTION 6.1.1 (IF ANY). THE LIMITATIONS CONTAINED IN THIS SUBSECTION 10.1 (a) SHALL NOT APPLY TO: (i) CLAIMS BY AMDOCS FOR INDEMNIFICATION BY CLEARWIRE (SECTION 9.1); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SUBSECTIONS 7.1-7.6); (iii) CLAIMS WITH RESPECT TO A WILLFUL BREACH OF INTELLECTUAL PROPERTY RIGHTS (SECTION 8); AND (iv) LOSSES ARISING OUT OF THE FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE OF CLEARWIRE. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, AMDOCS’ AGGREGATE CUMULATIVE MONETARY LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT LOWER OF FEES OWED AND UNPAID, INCLUDING ANY FORTY MILLION DOLLARS ($40,000,000 OR THE AMOUNTS DUE PAID TO AMDOCS UNDER SECTION 16THIS AGREEMENT. THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED CONTAINED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION SUBSECTION 10.10 UPON THE AMOUNTS OF PROVIDER'S AMDOCS’ LIABILITY IN THE AGGREGATE SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO CLAIMS FOR INDEMNIFICATION BY PROVIDERAMDOCS (SECTION 9) OTHER THAN THE TAX INDEMNITY PROVIDED UNDER SECTION 9.2 ; (B) LOSSES ARISING FROM PROVIDER'S FAILURE CLAIMS WITH RESPECT TO COMPLY WITH THE PROVISIONS A BREACH OF SECTION 21 CONFIDENTIALITY (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)SUBSECTION 7.1-7.6); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL CLAIMS WITH RESPECT TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION A WILLFUL BREACH OF SECTIONS 22INTELLECTUAL PROPERTY RIGHTS (SECTION 8); AND (D) LOSSES ARISING OUT OF THE FRAUD, WILLFUL MISCONDUCT MISCONDUCT, OR GROSS NEGLIGENCE OF PROVIDERAMDOCS; AND (E) CLAIMS BASED UPON AN INTENTIONAL BREACH OF SECTION 4.4.3 OR UPON REPUDIATION OF THIS AGREEMENT BY AMDOCS OR AMDOCS’ INTENTIONAL REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER. (cb) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER AMDOCS ACKNOWLEDGES AND AGREES THAT IN ADDITION TO ANY OTHER DAMAGES TO WHICH CLEARWIRE IS ENTITLED TO SUBJECT TO THE PROVISIONS OF THIS AGREEMENT THE FOLLOWING TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE BE DEEMED RECOVERABLE BY CLEARWIRE HEREUNDER: (I) ANY COMPUTABLE AMOUNTS (AS DEFINED IN SECTION 12 ; AND (II) ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE CLEARWIRE; IN EITHER CASE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER AMDOCS TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING INCLUDING, IF CLEARWIRE TERMINATES FOR DEFAULT HEREUNDER, ANY ADDITIONAL COSTS INCURRED BY THE STATE CLEARWIRE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (ec) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR INCIDENTAL PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY BROUGHT (E.G., CONTRACT, TORT, NEGLIGENCE, OR PUNITIVE DAMAGES REGARDLESS OTHERWISE) EXCEPT IN THE CASE OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shallLIABILITIES BASED UPON: (i1) not be required to pay for any such Services that Provider is unable to performCLAIMS FOR INDEMNIFICATION OR OTHER AMOUNTS DUE UNDER SECTION 9 (OTHER THAN THE TAX INDEMNITY PROVIDED UNDER SECTION 9.29.2 ; ; (ii2) be entitled to engage an alternate providerCLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SUBSECTIONS 7.1-7.6); (3) CLAIMS WITH RESPECT TO A WILLFUL BREACH OF INTELLECTUAL PROPERTY RIGHTS (SECTION 8); (4) LOSSES ARISING OUT OF FRAUD, on an interim basisWILLFUL MISCONDUCT, to perform the Services that Provider is unable to perform as a result of such Force Majeure EventOR GROSS NEGLIGENCE; and OR (iii5) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this AgreementCLAIMS BASED UPON AN INTENTIONAL BREACH OF SECTION 4.4.3 BY AMDOCS OR UPON A REPUDIATION OF THIS AGREEMENT BY AMDOCS OR AMDOCS’ INTENTIONAL REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER.

Limitation of Liability and Disclaimers. Subject 11.1 This Clause 11 sets out the entire aggregate financial liability of PeopleFluent (including any liability for the acts or omissions of its employees, agents and sub- contractors (PeopleFluent Group Companies included) to the express provisions and limitations Client: 11.1.1 arising under or in connection with this Agreement; 11.1.2 in respect of this Section 17any use made by the Client of the Services, the Parties intend that each Application, any Third Party shall be liable to Software or any part of them; and 11.1.3 in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement. 11.2 Except as expressly and specifically provided in this Agreement: 11.2.1 the Client assumes sole responsibility for results or other Party for all damages incurred as a result output obtained from the use of the breaching Party's failure Application, Third Party Software and the Services by the Client and the Users; 11.2.2 PeopleFluent shall have no liability for any damage caused by errors or omissions in any Client Data or any other information, instructions or content provided to perform its obligations hereunder.PeopleFluent by the Client in connection with the Services, or any actions taken by PeopleFluent at the Client’s direction; and (a) EXCEPT 11.2.3 ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THAT THE SERVICES WILL BE UNINTERRUPTED OR VIRUS OR ERROR FREE, THAT ANY NETWORK OR OTHER SERVICES SUPPLIED BY ANY OPERATOR OTHER THAN PEOPLEFLUENT WILL BE UNINTERRUPTED OR VIRUS OR ERROR FREE OR THAT THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS OTHER THAN AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER FOR ALL CLAIMS ARISING UNDER OR RELATING TO STATED IN THIS AGREEMENT, NOTWITHSTANDING OR OPERATE IN COMBINATIONS WITH HARDWARE, SOFTWARE, PLATFORMS, SYSTEMS OR DATABASES USED BY OR ON BEHALF OF THE FORM (e.g.CLIENT. FOR THE AVOIDANCE OF DOUBT, NO WARRANTY, REPRESENTATION, CONDITION OR OTHER TERM IS GIVEN CONCERNING OR IN RELATION TO THE THIRD PARTY SOFTWARE. 11.3 Nothing in this Agreement excludes the liability of either party: 11.3.1 for death or personal injury caused by that party’s negligence; or 11.3.2 for fraud or fraudulent misrepresentation; or 11.3.3 for any damages resulting from that party’s wilful misconduct or gross negligence. 11.4 Subject to Clause 11.3, the Service Level Terms state the Client’s full and exclusive right and remedy, and PeopleFluent’s only obligation and liability in respect of, the performance and/or availability of the Services, or their non-performance and non- availability. 11.5 Subject to Clause 11.3: 11.5.1 PEOPLEFLUENT SHALL NOT BE LIABLE WHETHER IN CONTRACT, TORTTORT (INCLUDING FOR NEGLIGENCE BREACH OF STATUTORY DUTY), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE FOR (I) ANY LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR CONTRACTS, LOSS OF ACTUAL OR ANTICIPATED SAVINGS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OF OR CORRUPTION TO DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING UNDER THIS AGREEMENT, OR (II) ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE THIRD PARTY SOFTWARE OR THE CLIENT’S USE OF IT, IN EACH CASE EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME; AND 11.5.2 PEOPLEFLUENT’S TOTAL AGGREGATE LIABILITY IN CONTRACT (EXCLUDING IN RESPECT OF ANY INDEMNITY, IN RESPECT OF WHICH PEOPLEFLUENT’S AGGREGATE LIABILITY SHALL BE AT THE LIMIT SPECIFIED IN CLAUSE 11.5.3), TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE) , ARISING IN WHICH ANY ACTION IS BROUGHT, CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. CHARGES PAID BY CLIENT FOR THE FOREGOING LIMITATIONS UPON SERVICES DURING THE STATE'S 12 MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE; AND 11.5.3 PEOPLEFLUENT’S TOTAL AGGREGATE LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO IN RESPECT OF ANY INDEMNITY UNDER THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, AGREEMENT SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDERUS$100,000. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 1714.1.2, the Parties parties intend that each Party party shall be liable to the other Party party for all damages incurred as a result of the breaching Partyparty's failure to perform its obligations hereunder. (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, obligations. THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER CLIENT FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THE FOREGOING LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE STATETYPES AND AMOUNTS OF CLIENT'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES CLAIMS SUBJECT TO INDEMNIFICATION BY THE STATECLIENT (SECTION 21); (ii) LOSSES ARISING FROM THE STATE'S FAILURE CLAIMS WITH RESPECT TO COMPLY WITH A BREACH OF CONFIDENTIALITY (SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)18); AND (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) CLIENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17BELOW, THE CONTRACTOR'S AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE LESSER OF: (i) AN AMOUNT, CALCULATED AT THE TIME OF PRESENTATION OF ANY CLAIM, EQUAL TO THE AGGREGATE AMOUNT OF THE FEES PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; OR (ii) ACTUAL DAMAGES SUSTAINED BY THE CLIENT. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOST REVENUES, OR EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURREDPOSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION REASONABLE COSTS THAT CLIENT IS REQUIRED TO EXPEND TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF A DEFAULT BY CONTRACTOR, TO THE EXTENT IN EXCESS OF CONTRACTOR'S CHARGES UNDER THIS AGREEMENT, AND ANY AMOUNT OF MONEY UNPAID BY CLIENT TO CONTRACTOR FOR 22 SERVICES RENDERED, SHALL BE CONSTRUED AS DIRECT DAMAGES AND NOT AS INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF PROVIDERCONTRACTOR'S LIABILITY SHALL NOT APPLY TO: (Ai) LOSSES CLAIMS SUBJECT TO INDEMNIFICATION BY PROVIDER; CONTRACTOR (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)21); (Cii) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL CLAIMS WITH RESPECT TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION A BREACH OF SECTIONS 22CONFIDENTIALITY (SECTION 18); AND (Diii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. CONTRACTOR; AND (civ) THE AGGREGATE CUMULATIVE MONETARY LIABILITY CLAIMS BASED UPON A BREACH OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTYSECTION 22.2 HEREOF OR UPON ANY REPUDIATION OF THIS AGREEMENT BY CONTRACTOR OR CONTRACTOR'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations (a) Disclaimer of this Section 17Warranties. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN: (1) THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND; AND (2) TO THE MAXIMUM EXTENT PERMITTED BY LAW, the Parties intend that each Party Xxxxx.xx AND ITS AFFILIATES EACH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY EMPLOYEES OF Xxxxx.xx OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY Xxxxx.xx FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF Xxxxx.xx WHATSOEVER. EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN, Xxxxx.xx SPECIFICALLY DISCLAIM, WITHOUT LIMITATION, ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE. (b) Neither party shall be liable to the other Party for all any incidental, special, indirect, consequential or punitive damages incurred as a result of any character, including without limitation, damages for loss of business or good will, work stoppage, loss of information or data, or loss of revenue or profit, resulting from the breaching Party's failure to perform its obligations hereunder. (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all provision of the Services or the use by the Client of the Deliverables or the reliance upon the Deliverables, or other financial loss arising out of or in accordance connection with the terms hereofServices or the Deliverables, regardless of the State shall: legal theory asserted, whether based on breach of contract, breach of warranty, tort (i) not be required including negligence), product liability, or otherwise. Even if Xxxxx.xx has been advised of the possibility of such damages and even if a remedy set forth herein is found to pay have failed of its essential purpose, Xxxxx.xx’s aggregate and total liability under the Agreement for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform and all claims arising out of the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreementlimited to direct damages and shall not exceed amounts paid or due by the Client xxXxxxx.xx in the year in which the claim arose.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 1714.1.2, the Parties parties intend that each Party party shall be liable to the other Party party for all damages incurred as a result of the breaching Partyparty's failure to perform its obligations hereunder. (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, obligations. THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER CLIENT FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID, INCLUDING UNPAID AND ANY AMOUNTS DUE UNDER SECTION 1612.2. THE FOREGOING LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE STATETYPES AND AMOUNTS OF CLIENT'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES CLAIMS SUBJECT TO INDEMNIFICATION BY THE STATECLIENT (SECTION 21); (ii) LOSSES ARISING FROM THE STATE'S FAILURE CLAIMS WITH RESPECT TO COMPLY WITH A BREACH OF CONFIDENTIALITY (SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)18); AND (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) CLIENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17BELOW, THE CONTRACTOR'S AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE LESSER OF: (i) AN AMOUNT, CALCULATED AT THE TIME OF PRESENTATION OF ANY CLAIM, EQUAL TO THE AGGREGATE AMOUNT OF THE FEES PAYABLE BY CLIENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; OR (ii) ACTUAL DAMAGES SUSTAINED BY THE CLIENT. NEITHER PARTY SHALL BE LIABLE FOR LOST PROFITS, LOST REVENUES, OR EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED23 POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION REASONABLE COSTS THAT CLIENT IS REQUIRED TO EXPEND TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF A DEFAULT BY CONTRACTOR, TO THE EXTENT IN EXCESS OF CONTRACTOR'S CHARGES UNDER THIS AGREEMENT, AND ANY AMOUNT OF MONEY UNPAID BY CLIENT TO CONTRACTOR FOR SERVICES RENDERED, SHALL BE CONSTRUED AS DIRECT DAMAGES AND NOT AS INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE LIMITATIONS CONTAINED IN THIS AGREEMENT UPON THE TYPES AND AMOUNTS OF PROVIDERCONTRACTOR'S LIABILITY SHALL NOT APPLY TO: (Ai) LOSSES CLAIMS SUBJECT TO INDEMNIFICATION BY PROVIDER; CONTRACTOR (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)21); (Cii) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL CLAIMS WITH RESPECT TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION A BREACH OF SECTIONS 22CONFIDENTIALITY (SECTION 18); AND (Diii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. CONTRACTOR; AND (civ) THE AGGREGATE CUMULATIVE MONETARY LIABILITY CLAIMS BASED UPON A BREACH OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTYSECTION 22.2 HEREOF OR UPON ANY REPUDIATION OF THIS AGREEMENT BY CONTRACTOR OR CONTRACTOR'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject The liabilities of the Parties to one another in respect of matters relating to this Agreement are subject to the express following provisions and limitations of this Section 17, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result of the breaching Party's failure to perform its obligations hereunder.9: (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE CLEARWIRE’S AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, AGREEMENT NOTWITHSTANDING THE FORM (e.g.E.G., CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT OF MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID AND ANY AMOUNTS DUE UNDER SECTION 6.1.1 (IF ANY). THE LIMITATIONS CONTAINED IN THIS SUBSECTION 10.1 (a) SHALL NOT APPLY TO: [*****]. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, AMDOCS’ AGGREGATE CUMULATIVE MONETARY LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16[*****]. THE FOREGOING LIMITATIONS CONTAINED IN THIS SUBSECTION 10.10 UPON THE STATE'S AMOUNTS OF AMDOCS’ LIABILITY IN THE AGGREGATE SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE[*****]. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED AMDOCS ACKNOWLEDGES AND AGREES THAT IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL ADDITION TO ANY OTHER DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION CLEARWIRE IS BROUGHT, SHALL BE LIMITED ENTITLED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION THE FOLLOWING TYPES OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDERDAMAGES SHALL BE DEEMED RECOVERABLE BY CLEARWIRE HEREUNDER: [*****]. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR INCIDENTAL PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY BROUGHT (E.G., CONTRACT, TORT, NEGLIGENCE, OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHTOTHERWISE) [*****]. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 1718.2, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result of the breaching Party's ’s failure to perform its obligations hereunderobligations. (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE COUNTY HEREUNDER FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16TWO HUNDRED MILLION DOLLARS ($200,000,000.00). THE FOREGOING LIMITATIONS UPON THE STATE'S COUNTY’S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATECOUNTY; (ii) LOSSES ARISING FROM THE STATE'S COUNTY’S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT12.10; OR (iviii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATECOUNTY. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 1718.2, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER CONTRACTOR HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO TWO HUNDRED FIFTY MILLION DOLLARS ($250,000,000.00); PROVIDED, HOWEVER, THAT TO THE ESTIMATED ANNUAL FEE FOR EXTENT THE CONTRACT YEAR DAMAGES ARE DESCRIBED IN WHICH THE DAMAGE WAS INCURRED. SECTION 18.2(c), IN LIEU OF THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OFLIMITATION, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO EXCEED ONE HUNDRED THIRTY PERCENT (130%) OF THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT FOREGOING LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT TYPES AND AMOUNTS OF EITHER PARTY'S CONTRACTOR’S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT FROM CONTRACTOR’S BREACHES OF ITS TRANSITION OBLIGATIONS IN SECTIONS 2 AND 3 (INCLUDING BREACHES OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTYTRANSITION PLAN); AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED LOSSES SUBJECT TO OBTAIN REPLACEMENT SERVICES COMPLYING INDEMNIFICATION BY CONTRACTOR; (C) LOSSES ARISING FROM CONTRACTOR’S FAILURE TO COMPLY WITH THE TERMS HEREOF (AS TO WHICH COSTS PROVISIONS OF SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID 12 OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.21.1.2.3;

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 17, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result of the breaching Party's failure to perform its obligations hereunder. (a) EXCEPT AS OTHERWISE MAY BE OTHERWISESPECIFICALLY PROVIDED HEREIN: (1) THE SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND; (2) AND (2) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHATSCOOTERS EXPRESSLY PROVIDED BELOWDISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE AGGREGATE CUMULATIVE MONETARY LIABILITY SER- VICES AND PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. YOU AGREE THAT YOUR USE OF THE STATE HEREUNDER SERVICES AND PRODUCTS ARE AT YOUR OWN RISK. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, IN- CLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR ALL CLAIMS ARISING UNDER USE OR RELATING TO PERFORMANCE OF THE SERVICES OR PRODUCTS, WHETHER MADE BY PERSONNEL OF PHATSCOOTERS OR OTHERWISE, WHICH ARE NOT CONTAINED IN THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORTWILL BE DEEMED TO BE A WARRANTY BY PHATSCOOTERS FOR ANY PURPOSE, OR OTHERWISEGIVE RISE TO ANY LIABILITY OF PHATSCOOTERS WHATSOEVER. UNDER NO CIRCUMSTANCES WILL PHATSCOOTERS (OR ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR AFFILIATES) BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES WHATSOEVER (INCLUDING DIRECT, INDIRECT, OR SPECIAL DAMAGES, PERSONAL INJURY (INCLUDING DEATH), THEFT, LOSS OF MONEY, REPUTATION OR GOODWILL, LOSS OF DATA, FOR ANYTHING DIRECTLY OR INDIRECTLY RELATED TO THE SERVICES, PRODUCTS, OR THIS AGREEMENT. IF, FOR SOME REASON, PHATSCOOTERS IS FOUND TO BE LIABLE TO YOU IN WHICH ANY ACTION IS BROUGHTWAY, SHALL THEN PHATSCOOTERS’ TOTAL LIABILITY WILL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THAT YOU PAID US IN THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OFCLAIM AROSE, OR UNEXCUSED REFUSAL TO PERFORM$50, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES WHICHEVER IS LESSER AND IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDERCOMPLIANCE WITH APPLICABLE LAWS. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject The liabilities of the Parties to one another in respect of matters relating to this Agreement are subject to the express following provisions and limitations of this Section 17, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result 9 (Limitation of the breaching Party's failure to perform its obligations hereunder.Liability; Remedies): (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER NEXTEL FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, AGREEMENT NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT OF MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID AND ANY AMOUNTS DUE UNDER SECTION 5.2.1 (For Convenience). THE LIMITATIONS CONTAINED IN THIS SUBSECTION 9.1(a) (Limitation of Liability and Disclaimers) UPON THE AMOUNTS OF NEXTEL'S LIABILITY SHALL NOT APPLY TO: (i) CLAIMS FOR INDEMNIFICATION BY NEXTEL (SECTION 8.2 (Indemnity by Nextel, Cross-Indemnity by Amdocs)); (ii) CLAIMS WITH RESPECT TO A BREACH OF CONFIDENTIALITY (SECTION 6 (Confidential Information)); (iii) CLAIMS WITH RESPECT TO A WILLFUL BREACH OF INTELLECTUAL PROPERTY RIGHTS (SECTION 7 (Intellectual Property Rights); AND (iv) LOSSES ARISING OUT OF THE FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE OF NEXTEL. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, AMDOCS' AGGREGATE CUMULATIVE MONETARY LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT AS OF ANY DATE PRIOR TO INDEMNIFICATION FINAL ACCEPTANCE OF THE INITIAL RELEASE, AN AMOUNT EQUAL TO ALL AMOUNTS PAID BY NEXTEL TO AMDOCS WITH RESPECT TO THE STATECUSTOMIZED PRODUCT AS OF SUCH DATE, PROVIDED THAT IF, AS A RESULT OF THE DISPUTE RESOLUTION PROCESS HEREUNDER, ANY MONIES ACTUALLY PAID BY NEXTEL IN RESPECT OF THE CUSTOMIZED PRODUCT ARE RETURNED TO NEXTEL, SUCH MONIES SHALL NOT BE COUNTED AGAINST THE LIMITATION DESCRIBED IN THIS CLAUSE (i); (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION AS OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT ANY DATE FOLLOWING FINAL ACCEPTANCE OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. INITIAL RELEASE, NEXTEL FINANCE COMPANY SEPTEMBER 26, 2000 CUSTOMER CARE AND BILLING SERVICES AGREEMENT CONFIDENTIAL BOSTON 2293071v3 [**] DOLLARS (b) $[**]). EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17BELOW, THE AGGREGATE CUMULATIVE AMDOCS' MONETARY LIABILITY IN RELATION TO ANY SINGLE EVENT OCCURRING FOLLOWING THE DATE OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING FINAL ACCEPTANCE OF THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, INITIAL RELEASE SHALL BE LIMITED TO [**] DOLLARS ($[**]); PROVIDED THAT FOR PURPOSES OF THIS LIMITATION: (1) EACH PERIOD OF TWENTY-FOUR (24) HOURS DURING WHICH AMDOCS MATERIALLY FAILS TO PERFORM THE ESTIMATED ANNUAL FEE FOR SERVICES WITH RESPECT TO WHICH THERE IS A CPS DESIGNATED AS "HIGH" IN SCHEDULE C (CREDITABLE PERFORMANCE SPECIFICATIONS (CPSs)), SHALL BE DEEMED A SEPARATE, SINGLE EVENT; AND (2) EACH PERIOD OF FORTY-EIGHT (48) HOURS DURING WHICH AMDOCS MATERIALLY FAILS TO PERFORM THE CONTRACT YEAR SERVICES CORRESPONDING TO THE PRODUCT DEFECT QUANTITY AND SEVERITY CPS AND THE CDR RATING THROUGHPUT CPS (EACH AS DESCRIBED IN WHICH SCHEDULE C (CREDITABLE PERFORMANCE SPECIFICATIONS (CPSs)), SHALL BE DEEMED A SEPARATE, SINGLE EVENT; AND (3) EACH OTHER OCCURRENCE ARISING OUT OF THE DAMAGE WAS INCURREDAGREEMENT SHALL BE DEEMED A SEPARATE, SINGLE EVENT UNTIL THE CONCLUSION OF SUCH OCCURRENCE. THE FOREGOING LIMITATION LIMITATIONS CONTAINED IN THIS SUBSECTION 9.1(b) (Limitation of Liability and Disclaimers) UPON THE AMOUNTS OF PROVIDER'S AMDOCS' LIABILITY EITHER IN THE AGGREGATE OR WITH RESPECT TO ANY SINGLE EVENT SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO CLAIMS FOR INDEMNIFICATION BY PROVIDERAMDOCS (SECTION 8 (Indemnification and Insurance)) (OTHER THAN THE TAX INDEMNITY PROVIDED UNDER SECTION 8.3 (Tax Indemnity by Amdocs)); (B) LOSSES ARISING FROM PROVIDER'S FAILURE CLAIMS WITH RESPECT TO COMPLY WITH THE PROVISIONS A BREACH OF CONFIDENTIALITY (SECTION 21 6 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(cConfidential Information)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL CLAIMS WITH RESPECT TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION A WILLFUL BREACH OF SECTIONS 22INTELLECTUAL PROPERTY RIGHTS (SECTION 7 (Intellectual Property Rights); AND (D) LOSSES ARISING OUT OF THE FRAUD, WILLFUL MISCONDUCT MISCONDUCT, OR GROSS NEGLIGENCE OF PROVIDERAMDOCS; AND (E) CLAIMS BASED UPON AN INTENTIONAL BREACH OF SECTION 3.7.3 (No Termination or Suspension of Services) HEREOF OR UPON REPUDIATION OF THIS AGREEMENT BY AMDOCS OR AMDOCS' INTENTIONAL REFUSAL TO PERFORM ITS DUTIES AND OBLIGATIONS HEREUNDER. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER AMDOCS ACKNOWLEDGES AND AGREES THAT THE FOLLOWING TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shallRECOVERABLE BY NEXTEL HEREUNDER: (i) not be required to pay for any such Services that Provider is unable to performANY COMPUTABLE AMOUNTS (AS DEFINED IN SECTION 11 (DEFINITIONS; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure EventInterpretation)); and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.AND

Limitation of Liability and Disclaimers. Subject 12.1 The parties agree that except for amounts payable under Sections 11 (Confidentiality) and 7 (Representation and Warranties and Indemnity) hereunder, a party's entire liability and exclusive remedy arising out of this Agreement is solely limited to the express provisions and limitations of this Section 17, the Parties intend that each Party amounts paid by Partner to SRSplus hereunder. Neither party shall be liable to the for any indirect, special, consequential, exemplary, punitive or other Party for all indirect damages incurred as (including, but not limited to, loss of revenue or anticipated profits or loss of business), whether arising from a result breach of the breaching Party's failure to perform its obligations hereunder. (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOWthis Agreement, negligence or otherwise. 12.2 THE SOFTWARE, THE AGGREGATE CUMULATIVE MONETARY LIABILITY API, PARTNER MANAGER AND SERVICES ARE PROVIDED TO PARTNER AND YOUR PARTNERS "AS-IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES WHATSOEVER, AND SRSPLUS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE OR PAST DEALINGS BETWEEN THE STATE HEREUNDER FOR ALL CLAIMS ARISING UNDER PARTIES. SRSPLUS SPECIFICALLY DISCLAIMS ANY WARRANTIES RELATED TO OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY CONNECTION WITH THE PROVISIONS PRODUCTS, SERVICES AND PERFORMANCE OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OFTHIRD PARTIES, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT RESPONSIBLE FOR ANY FAILURE TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b)DELIVER SERVICES RESULTING FROM FACTORS OUTSIDE OF SRSPLUS' CONTROL, INCLUDING, BUT SHALL INSTEAD BE NOT LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATIONTO, ANY ACTS OF NON-PERFORMANCE BY THIRD PARTIES OR FOREIGN GOVERNMENTS. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT PARTNER ASSUMES TOTAL RESPONSIBILITY FOR ITS USE OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT THIRD PARTY SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND PROVIDED HEREUNDER REGARDLESS OF THE FORM IN WHICH WHETHER PARTNER IS AWARE THAT ANY ACTION SUCH SERVICE IS BROUGHTPROVIDED BY A THIRD PARTY. NEITHER PARTY SHALL FURTHER, SRSPLUS MAKES NO REPRESENTATIONS THAT A REQUEST FOR OR RESERVATION OF A DOMAIN NAME WILL BE LIABLE FOR EXEMPLARY SUCCESSFULLY PROCESSED OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event THAT A DOMAIN NAME WILL BE REGISTERED. 13. General 13.1 The Parties to this Agreement are independent contractors. Neither Party is the material contributing cause an agent, representative or partner of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party. Neither Party shall have any right, shall be deemed suspended power or authority to the extent such obligations are directly affected by such Force Majeure Evententer into any agreement for or on behalf of, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; providedor incur any obligation or liability of, however, that if a Force Majeure Event results in Provider being unable or to perform during any period any or all of the Services in accordance with the terms hereofotherwise bind, the State shall: (i) other Party. This Agreement shall not be required interpreted or construed to pay for create an association, joint venture or partnership between the Parties or to impose any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to partnership obligation or greater than the share of such resources that Provider allocates to other of liability upon either Party. Each Party shall bear its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement own expenses in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under performing this Agreement.

Limitation of Liability and Disclaimers. Subject The liabilities of the Parties to one another in respect of matters relating to this Agreement are subject to the express following provisions and limitations of this Section 17, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result 10 (Limitation of the breaching Party's failure to perform its obligations hereunder.Liability; Remedies): (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER SPRINT FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, AGREEMENT NOTWITHSTANDING THE FORM (e.g.E.G., CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL WILL BE LIMITED TO THE AMOUNT OF FEES MONEY SHOWN TO BE OWED FOR SERVICES RENDERED AND UNPAID, INCLUDING UNPAID AND ANY AMOUNTS DUE UNDER SECTION 166.2.1 (TERMINATION FOR CONVENIENCE). THE FOREGOING LIMITATIONS CONTAINED IN THIS SUBSECTION 10.1(a) (LIMITATION OF LIABILITY AND DISCLAIMERS) UPON THE STATE'S AMOUNTS OF SPRINT’S SPRINT/UNITED MANAGEMENT COMPANY AND AMDOCS CUSTOMER CARE AND BILLING SERVICES AGREEMENT - 58 - CONFIDENTIAL LIABILITY SHALL WILL NOT APPLY TO: (iI) LOSSES SUBJECT TO CLAIMS FOR INDEMNIFICATION BY THE STATE; SPRINT (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 9.1 (SUCH LOSSES BEING EXPRESSLY LIMITED INDEMNITY BY SECTION 17(cAMDOCS AND SPRINT)); (iiiII) LOSSES ARISING FROM THE STATE'S REPUDIATION CLAIMS WITH RESPECT TO A BREACH OF THIS AGREEMENTCONFIDENTIALITY (SECTIONS 7.1-7.6 (CONFIDENTIAL INFORMATION AND SECURITY)); OR (ivIII) CLAIMS WITH RESPECT TO A WILLFUL BREACH OF INTELLECTUAL PROPERTY RIGHTS (SECTION 8 (INTELLECTUAL PROPERTY RIGHTS); AND (IV) LOSSES ARISING OUT OF THE FRAUD, WILLFUL MISCONDUCT MISCONDUCT, OR GROSS NEGLIGENCE OF THE STATESPRINT. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject to As stated in chapter “AviSim’s role in the express provisions and limitations of this Section 17marketplace”, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result of the breaching Party's failure to perform its obligations hereunder. (a) AviSim is only providing an introductory service. EXCEPT AS OTHERWISE EXPRESSLY STATED IN AN AGREEMENT BETWEEN YOU AND AVISIM, ALL CONTENT, SERVICES, PRODUCTS AND SOFTWARE PROVIDED BELOWON THE WEBSITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED TO THE AGGREGATE CUMULATIVE MONETARY LIABILITY FULLEST EXTENT PERMITTED BY LAW. AVISIM AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NO INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR THE APPROPRIATENESS OF THE STATE HEREUNDER WEB SITE, ITS CONTENT, AND THE PRODUCTS AND SERVICES OFFERED BY AVISIM ON THE SITE FOR ALL CLAIMS YOUR INTENDED APPLICATION AND USE. AVISIM DOES NOT WARRANT THAT THE SITE, ITS CONTENT, OR THE PRODUCTS AND SERVICES IT OFFERS ON THE SITE MEET YOUR REQUIREMENTS. AVISIM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY ACTS OR OMISSIONS OR OTHER USERS OF THE MARKETPLACE. IF YOU ARE DISSATISFIED WITH THE MARKETPLACE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE MARKETPLACE. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AVISIM, AND (AS APPLICABLE) ITS DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, HOWEVER CAUSED, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS OR SALES, ANY LOSS OF GOODWILL, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES ARISING UNDER OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE WEBSITE, AVISIM MARKETPLACE SERVICES, OR THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g.INCLUDING WITHOUT LIMITATION, CONTRACTLOST PROFITS, TORTBODILY INJURY, EMOTIONAL DISTRESS, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHTSPECIAL, SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAIDINCIDENTAL OR CONSEQUENTIAL DAMAGES. AVISIM MARKETPLACE'S LIABILITY, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (DAS APPLICABLE) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDERAVISIM MARKETPLACE OFFICERS, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDERDIRECTORS, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C)EMPLOYEES, AND (D) OF SUBSECTION (b)SUPPLIERS, SUBSECTION (c), TO YOU OR SUBSECTION (d) MAY BE DEEMED ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHT€100. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 179.1 NEITHER PARTY WILL BE LIABLE, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result of the breaching Party's failure to perform its obligations hereunder. (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOW, THE AGGREGATE CUMULATIVE MONETARY LIABILITY REGARDLESS OF THE STATE HEREUNDER FOR ALL CLAIMS CAUSE (AND WHETHER ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM IN TORT (e.g.INCLUDING NEGLIGENCE), CONTRACT, TORT, STATUTE OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT), SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TOFOR ANY: (iI) LOSSES SUBJECT LOSS OR DAMAGE TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENTPROFITS, SALES, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS; OR (ivII) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIALPUNITIVE, SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTAL, EXEMPLARY, MULTIPLE OR INCIDENTAL INDIRECT DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 9.2 THE MAXIMUM AGGREGATE LIABILITY OF ADA AND ITS AFFILIATE TO THE CLIENT (AND CLIENT’S AFFILIATE) UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF STATUTORY DUTY, INDEMNITIES OR OTHERWISE, SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT EQUAL TO THE REMUNERATION OR FEES PAID FROM THE CLIENT TO ADA IN THE PAST 6 MONTHS. 9.3 NOTWITHSTANDING ANY OTHER TERMS IN THIS AGREEMENT, ADA SHALL HAVE NO LIABILITY OF ANY TYPE WITH RESPECT TO A TRIAL SERVICE, UNLESS SUCH EXCLUSION OF LIABILITY IS UNENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE, ADA’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A TRIAL SERVICE IS US$100.THE CLIENT SHALL BE FULLY LIABLE FOR ANY DAMAGES ARISING OUT OF ITS USE OF A TRIAL SERVICE. ANY CLIENT DATA AND REGARDLESS CONFIGURATIONS ENTERED INTO THE ADA DASHBOARD MAY BE PERMANENTLY LOST UPON TERMINATION OR EXPIRY OF THE FORM TRIAL SERVICE. 9.4 THE SERVICES ARE PROVIDED FOR THE CLIENT’S USE ON AN ‘AS-IS’ BASIS WITHOUT WARRANTIES OF ANY KIND. ADA DOES NOT MAKE ANY REPRESENTATIONS THAT THE SERVICES (INCLUDING RECOMMENDATIONS, INFORMATION OR DATA) WILL: (I) BE ERROR FREE; (II) BE FIT FOR ANY PARTICULAR PURPOSE, WHETHER OR NOT ADA HAS NOTICE OF THAT PURPOSE; (III) PRODUCE ANY PARTICULAR RESULTS, OR THAT SUCH RESULTS WILL BE ACCURATE, ADEQUATE, RELIABLE OR TIMELY; OR (IV) RECEIVE OR TRANSMIT CONTENT OR INFORMATION ACCURATELY, ADEQUATELY, RELIABLY OR TIMELY. 9.5 THE SERVICES (AND ANY DATA, REFERENCES, FINDINGS GENERATED FROM THE SERVICES) ARE NOT INTENDED AS, AND SHOULD NOT BE RELIED ON AS ADVICE, GUIDANCE, OR DIRECTION, AND CLIENT MUST USE ITS INDEPENDENT BUSINESS JUDGEMENT IN WHICH THE CONDUCT OF ITS BUSINESS. CLIENT FURTHER AGREES THAT IT IS NOT RELYING ON DELIVERY OF ANY ACTION FUTURE FUNCTIONALITY, OR ON ANY ORAL OR WRITTEN PUBLIC COMMENTS OR ADVERTISING OF ADA, IN ITS SUBSCRIPTION OF THE SERVICES NOR IS BROUGHTIT RELYING ON THE SERVICES AS A SOURCE OF ADVICE, GUIDANCE, OR DIRECTION IN THE CONDUCT OF ITS BUSINES. NEITHER ACCORDINGLY, ALL ACTS, OMISSIONS, AND DECISIONS CLIENT UNDERTAKES OR MAKES (OR REFRAINS FROM MAKING OR UNDERTAKING) THROUGH THE USE OF THE SERVICES OR OTHERWISE ARE CLIENT’S SOLE RESPONSIBILITY. 9.6 CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICES PROVIDED HEREUNDER RELY ON AND/OR ARE BASED ON INFORMATION, CONTENT, MATERIALS, AND SERVICES OBTAINED THROUGH A VARIETY OF METHODOLOGIES, INCLUDING AUTOMATED METHODS, FROM THIRD PARTY DATABASES, ONLINE WEBSITES AND OTHER SOURCES THAT MAY NOT BE AFFILIATED WITH OR CONTROLLED BY ADA. ACCORDINGLY, XXX CANNOT AND DOES NOT MAKE ANY REPRESENTATIONS AS TO, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF OR ASSOCIATED WITH THE ADEQUACY, SUFFICIENCY, COMPLETENESS, CURRENCY, PROVENANCE, RIGHTS, OR OTHER ATTRIBUTES OF THE SERVICES OR ADA’S COLLECTION AND PROCESSING THEREOF. 9.7 THE CLIENT ACKNOWLEDGES THAT THE DATABASE AND/OR THE ADA DASHBOARD OPERATE IN AN ONLINE ENVIRONMENT. ACCORDINGLY, THE DATABASE AND/OR THE ADA DASHBOARD’S AVAILABILITY AND PERFORMANCE RELIES ON INFRASTRUCTURE AND SERVICES (E.G. HOSTING SERVICES, SERVICES SUPPLIED BY THIRD PARTIES) AND ADA DOES NOT GUARANTEE THE AVAILABILITY OF THE DATABASE AND/OR THE ADA DASHBOARD. TO THE EXTENT THAT THERE IS A BREACH OF THIS AGREEMENT BY XXX AND THAT BREACH IS CAUSED BY A DEFAULT BY A THIRD-PARTY INFRASTRUCTURE AND SERVICES PROVIDER, THEN THAT BREACH IS NOT A BREACH OF THIS AGREEMENT AND ADA SHALL NOT BE LIABLE TO THE CLIENT FOR EXEMPLARY ANY LOSS SUFFERED BY CLIENT OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHTCAUSED BY SUCH THIRD-PARTY DEFAULT. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder, such obligations, after notification by such Party to the other Party, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure Event, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; provided, however, that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate this Agreement in accordance with the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the above, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any of its obligations under this Agreement or by Provider's negligence or omission, there shall be no relief from any of its obligations under this Agreement.

Limitation of Liability and Disclaimers. Subject to the express provisions and limitations of this Section 179.1 EXCEPT FOR A BREACH OF CONFIDENTIALITY OBLIGATIONS, the Parties intend that each Party shall be liable to the other Party for all damages incurred as a result of the breaching Party's failure to perform its obligations hereunder. (a) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BELOWIN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER ENTITY FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE STATE HEREUNDER FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORTLOST PROFITS, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHTOTHER SPECIAL, SHALL BE LIMITED TO THE AMOUNT OF FEES OWED AND UNPAID, INCLUDING ANY AMOUNTS DUE UNDER SECTION 16. THE FOREGOING LIMITATIONS UPON THE STATE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY THE STATE; (ii) LOSSES ARISING FROM THE STATE'S FAILURE TO COMPLY WITH SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (iii) LOSSES ARISING FROM THE STATE'S REPUDIATION OF THIS AGREEMENT; OR (iv) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE STATE. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF PROVIDER HEREUNDER FOR ALL DAMAGES INCURRED IN ANY CONTRACT YEAR ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE ESTIMATED ANNUAL FEE FOR THE CONTRACT YEAR IN WHICH THE DAMAGE WAS INCURRED. THE FOREGOING LIMITATION UPON THE AMOUNTS OF PROVIDER'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES SUBJECT TO INDEMNIFICATION BY PROVIDER; (B) LOSSES ARISING FROM PROVIDER'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTION 21 (SUCH LOSSES BEING EXPRESSLY LIMITED BY SECTION 17(c)); (C) LOSSES ARISING FROM PROVIDER'S REPUDIATION OF, OR UNEXCUSED REFUSAL TO PERFORM, THIS AGREEMENT OR ITS FAILURE OR REFUSAL TO CONTINUE SERVICES IN VIOLATION OF SECTIONS 22; AND (D) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF PROVIDER. (c) THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF EITHER PARTY HEREUNDER FOR LOSSES ARISING FROM SUCH PARTY'S FAILURE TO COMPLY WITH THE PROVISIONS OF SECTIONS 21 NOTWITHSTANDING THE FORM (e.g., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN SECTIONS 17(a) and (b), BUT SHALL INSTEAD BE LIMITED TO ONE MILLION DOLLARS ($1,000,000.00) AS A SEPARATE AND DISTINCT LIMITATION. THE FOREGOING LIMITATION UPON THE AMOUNT OF EITHER PARTY'S LIABILITY SHALL NOT APPLY TO: (A) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PARTY; AND, WITH RESPECT TO THE LIABILITY OF PROVIDER, (B) THE STATE'S COSTS INCURRED TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF (AS TO WHICH COSTS SECTION 17(b) SHALL APPLY). (d) PROVIDER ACKNOWLEDGES AND AGREES THAT THE TYPES OF DAMAGES THAT THE STATE MAY RECOVER FROM PROVIDER SHALL INCLUDE ALL ADDITIONAL COSTS AND EXPENSES PAID OR INCURRED BY THE STATE AS A DIRECT RESULT OF ANY FAILURE BY PROVIDER TO PERFORM ITS OBLIGATIONS HEREUNDER, INCLUDING ANY ADDITIONAL COSTS INCURRED BY THE STATE TO OBTAIN REPLACEMENT SERVICES COMPLYING WITH THE TERMS HEREOF. (e) EXCEPT TO THE EXTENT ANY OF THE LOSSES DESCRIBED IN CLAUSES (i), (iii), and (iv) OF SUBSECTION (a), CLAUSES (A), (C), AND (D) OF SUBSECTION (b), SUBSECTION (c), OR SUBSECTION (d) MAY BE DEEMED TO BE SUCH DAMAGES, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, RELIANCE OR INCIDENTAL DAMAGES, EVEN IF HOWEVER CAUSED AND ARISING UNDER ANY THEORY OF LIABILITY WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS NOTWITHSTANDING ANY FAILURE OF THE FORM IN WHICH ESSENTIAL PURPOSE OF ANY ACTION IS BROUGHT. NEITHER PARTY SHALL BE LIABLE FOR EXEMPLARY OR PUNITIVE DAMAGES REGARDLESS OF THE FORM IN WHICH ANY ACTION IS BROUGHTLIMITED REMEDY PROVIDED HEREIN. 17.1 FORCE MAJEURE EVENTS If a Force Majeure Event is the material contributing cause of a Party's failure to perform any of its obligations hereunder9.2 EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THIS AGREEMENT, such obligationsSUCH AS BUT NOT LIMITED TO THE WARRANTIES EXPLICITLY PROVIDED IN SECTION 12, after notification by such Party to the other PartyTHE NANOMETRICS PRODUCTS, shall be deemed suspended to the extent such obligations are directly affected by such Force Majeure EventNANOMETRICS TECHNOLOGY AND NANOMETRICS CONFIDENTIAL INFORMATION, until the Force Majeure Event has ended and a reasonable period of time for overcoming the effects thereof has passed; providedINCLUDING WITHOUT LIMITATION THE NANOMETRICS SOFTWARE AND NANOMETRICS INTELLECTUAL PROPERTY RIGHTS, however, ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. Each party acknowledges that if a Force Majeure Event results in Provider being unable to perform during any period any or all of the Services in accordance with the terms hereof, the State shall: (i) not be required to pay for any such Services that Provider is unable to perform; (ii) be entitled to engage an alternate provider, on an interim basis, to perform the Services that Provider is unable to perform as a result of such Force Majeure Event; and (iii) be entitled to a share of Provider's resources devoted to returning Provider to full performance of all Services hereunder, that is equal to or greater than the share of such resources that Provider allocates to other of its customers with whom it has agreements that are similar to this Agreement. In the alternative to the remedies afforded above the State shall have the right to terminate not entered into this Agreement in accordance with reliance upon any warranty or representation except those specifically set forth herein. 9.3 Notwithstanding anything contained herein to the terms of Section 14.4 hereof. Both Parties shall use their best efforts to minimize delays that occur due to a Force Majeure Event. Notwithstanding the abovecontrary, Provider shall in no event be excused from those obligations not directly affected by a Force Majeure Event (including Disaster recovery services), and if the Force Majeure Event is caused by Provider's failure to comply with any shall Nanometrics aggregate liability for breaches of its obligations under this Agreement or exceed the aggregate amount of the consideration received by Provider's negligence or omission, there shall be no relief from any of its obligations under this AgreementNanometrics hereunder.