Common use of Remedies and Limitation of Liability Clause in Contracts

Remedies and Limitation of Liability. 6.1 In the event that any Service performed by Provider hereunder is not performed in accordance with the provisions of Article 1, Recipient’s sole remedy shall be, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performance, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider shall not be liable for any other loss or damage on account of the performance of any Service. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such month.

Remedies and Limitation of Liability. 6.1 11.1. In the event of a breach of the Performance Warranty under Section 10.1, Commvault shall use commercially reasonable efforts to provide Client with an error correction or work-around that any corrects the reported non-conformity, and will provide Client the credit specified in the applicable Service performed Level Agreement as set forth in the Services Guide. Credits must be requested in writing within thirty (30) days and must be verified by Provider hereunder is not performed in accordance with the provisions of Article 1, RecipientCommvault. Credits shall be credited towards Client’s next invoice. The foregoing represents Client’s sole remedy shall be, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performance, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider shall not be liable for any other loss or damage on account breach of the performance of any ServicePerformance Warranty. 6.2 11.2. IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHER OTHER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERALINCIDENTAL, INCIDENTAL PUNITIVE, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO: (a) LOSS OF ANY KINDUSE, HOWEVER CAUSED AND (b) LOSS OF DATA, (c) LOSS OF BUSINESS OR PROFITS, or (d) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER BASED ON ANY THEORY BREACH OF LIABILITY CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT ), OR OTHERWISE, REGARDLESS OF THIS SERVICES AGREEMENT, WHETHER SUCH DAMAGE WAS FORESEEABLE OR NOT SUCH WHETHER THE PARTY HAS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. COMMVAULT’S AGGREGATE LIABILITY HEREUNDER FOR ALL DAMAGES ARISING UNDER OR RELATING TO THE PROVISION OF SERVICES, NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY SUCH DAMAGES; PROVIDEDACTION IS BROUGHT, HOWEVER, THAT SHALL BE LIMITED TO THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS TOTAL AMOUNT OF REGULAR MONTHLY FEES ACTUALLY RECEIVED BY COMMVAULT FROM CLIENT FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH THE APPLICABLE SERVICES IN ARTICLE 7THE TWELVE (12) MONTH PERIOD PRECEDING THE MONTH IN WHICH THE INCIDENT CAUSING THE DAMAGES AROSE. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such month.

Remedies and Limitation of Liability. 6.1 In A. Supplier agrees to protect, defend, indemnify and hold Buyer harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments and the event that any Service performed by Provider hereunder is not performed in accordance with the provisions of Article 1associated costs and expenses (including reasonable attorney’s fees), Recipient’s sole remedy shall bewhich Buyer may hereafter incur, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment become responsible for such performance, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider shall not be liable for any other loss or damage on account of the performance of any Service. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no event, whether out as a result of death or personal injury (including bodily injury) to any person, destruction or damage to property, contamination of or adverse effects on the environment and any clean up costs in connection therewith, or any violation of governmental law, or regulation, to the extent caused by: (a) Supplier’s breach of contractany term or provision of this Agreement (other than any term or provision for which a remedy is already provided for herein); or (b) any negligent acts, indemnityerrors or omissions or intentional torts by Supplier, warrantyits employees, tort (including negligence)officers, strict liabilityagents, representatives or otherwisesub-contractors in the performance of this Agreement; provided, shall either Partyhowever, that Supplier’s liability to the other Party Buyer for any loss destruction or damage arising out ofto Buyer’s property or otherwise shall be limited to[***]. B. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (OTHER THAN SECTION 18 BELOW), UNDER NO CIRCUMSTANCES SHALL SUPPLIER BE LIABLE TO BUYER FOR [***]. C. The limitations set forth in this Section 17 shall not limit Supplier’s liability to third parties for death or resulting frompersonal injury (including bodily injury). D. Nothing in this Section shall limit Supplier’s obligation to indemnify Buyer for Intellectual Property infringement as set forth in Section 18. E. [***] F. [***] G. Buyer’s sole and exclusive remedies for non-delivery of Items, this Services Agreement including non-delivery of substitute Items for shipments for which there was a shortage, damage or discrepancy or non-delivery of Items to replace non-conforming Items, shall be 1. relief from its obligation to pay the furnishing purchase price for the quantity of Services hereunderItems not delivered; and/or 2. the cost of “cover” as defined in the Uniform Commercial Code. Supplier shall reimburse Buyer the cost of cover if Buyer requires substitute Items from another supplier due to Supplier’s failure to deliver Items to agreed schedules; provided however, in any month exceed three times the monthly price of the specific Service which gives rise that Supplier has been given a reasonable opportunity to the claim for procure such monthsubstitute Items via its own channels within a time frame acceptable to Buyer. H. [***]

Remedies and Limitation of Liability. 6.1 In 5.1.1 The Customer and the event Vendor recognize that any Service performed by Provider hereunder is not performed in accordance with circumstances may arise entitling the provisions of Article 1, Recipient’s sole remedy shall be, at the election of Recipient either (i) Customer to require Provider to re-perform such Service in accordance with Article 1 without obligation damages for breach or other fault on the part of Recipient to make payment for the Vendor arising from this Agreement. The parties agree that in all such performance, (ii) to provide Recipient with a credit in an equivalent amount towards circumstances the future purchase of Services, Customer’s remedies and the Vendor’s liabilities will be limited as contemplated by this Services Agreement, set forth below and that these provisions will survive notwithstanding the termination or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider shall not be liable for any other loss or damage on account discharge of the performance obligations of any Servicethe parties under this Agreement. 6.2 5.1.2 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, VENDOR, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS’ ENTIRE LIABILITY AND THE CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY THE VENDOR IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT THAT IS EQUAL TO THE SERVICES FEES PAID UNDER THE PARTICULAR STATEMENT OF WORK UNDER WHICH THE CLAIM AROSE. 5.1.3 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, THE CUSTOMER, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE, OFFICERS AND EMPLOYEES’ ENTIRE LIABILITY AND THE VENDOR’S EXCLUSIVE REMEDY IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNT THAT IS EQUAL TO THE SERVICES FEES PAID UNDER THE PARTICULAR STATEMENT OF WORK UNDER WHICH THE CLAIM AROSE. 5.1.4 IN NO EVENT SHALL EITHER PARTY THE CUSTOMER OR THE VENDOR, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS, BE LIABLE TO THE OTHER FOR ANY SPECIALCONSEQUENTIAL, CONSEQUENTIALINCIDENTAL, INDIRECT, COLLATERALEXEMPLARY, INCIDENTAL PUNITIVE, OR PUNITIVE SPECIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO FOR LOST REVENUE OR LOST PROFITS OR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS SAVINGS, OR OTHER COMMERCIAL COST OF SUBSTITUTE GOODS OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) SERVICES ARISING IN ANY WAY OUT OF OR IN CONNECTION WITH THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGE OR SUCH LOSS OR DAMAGE IS FORSEEABLE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such month.LIMITED REMEDY

Remedies and Limitation of Liability. 6.1 a. SHOULD SUBSCRIBER BECOME DISSATISFIED WITH THE SERVICES, OR ANY RELATED CONTENT, OR INFORMATION, SUBSCRIBER’S EXCLUSIVE REMEDY SHALL BE TO TERMINATE ITS USE OF SERVICES BY ALTERING SUBSCRIBER’S ACCOUNT PREFERENCES, AND TO CANCELING SUBSCRIBER’S SUBSCRIPTION. XXXXXXXXXXX SHALL NOT BE ENTITLED TO ANY REFUND OF ANY FEES PAID FOR ANY SUBSCRIPTION. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO SUBSCRIBER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUBSCRIBER, AND SUBSCRIBER MAY HAVE ADDITIONAL RIGHTS. b. To the extent permitted by applicable law, Company and its principals, affiliates, employees, officers, directors, shareholders, members, and/or managers shall be liable to Subscriber for any damages arising under this Agreement in amounts limited to direct damages up to the amount Subscriber paid for the Services giving rise to that liability during the prior twelve (12) months. In the event case that any Service performed by Provider hereunder is not performed in accordance with Company provides the provisions Services or products free of Article 1charge, Recipient’s sole remedy shall be, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performance, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider shall not be liable for any other loss or damage on account combined liability of the performance Company and its principals, affiliates, employees, officers, directors, shareholders, members, and/or managers to Subscriber arising under this Agreement is limited to One Thousand United States Dollars ($1,000 USD). These limitations apply regardless of any Service. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no event, whether as a result of the liability is based on breach of contract, indemnity, warranty, tort (including including, without limitation, negligence), breach of warranties, strict liability, or otherwiseany other legal theory. c. To the extent permitted by applicable law, shall whatever the legal basis for the claim, neither party, nor any of its principals, affiliates, employees, officers, directors, shareholders, members, and/or managers, will be liable for any indirect, consequential, special or incidental damages, or damages for lost profits or revenues, business interruption, or loss of business information arising in connection with this Agreement or the Service, even if such possibility was reasonably foreseeable. This exclusion does not apply to either Partyparty’s liability to the other Party for any loss violation of its confidentiality obligations or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such monthintellectual property rights.

Remedies and Limitation of Liability. 6.1 a. SHOULD SUBSCRIBER BECOME DISSATISFIED WITH THE SERVICES, OR ANY RELATED CONTENT, OR INFORMATION, SUBSCRIBER’S EXCLUSIVE REMEDY SHALL BE TO TERMINATE ITS USE OF SERVICES BY ALTERING SUBSCRIBER’S ACCOUNT PREFERENCES, AND TO CANCELING SUBSCRIBER’S SUBSCRIPTION. SUSBSCRIBER SHALL NOT BE ENTITLED TO ANY REFUND OF ANY FEES PAID FOR ANY SUBSCRIPTION. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO SUBSCRIBER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO SUBSCRIBER, AND SUBSCRIBER MAY HAVE ADDITIONAL RIGHTS. b. To the extent permitted by applicable law, Company and its principals, affiliates, employees, officers, directors, shareholders, members, and/or managers shall be liable to Subscriber for any damages arising under this Agreement in amounts limited to direct damages up to the amount Subscriber paid for the Services giving rise to that liability during the prior twelve (12) months. In the event case that any Service performed by Provider hereunder is not performed in accordance with Company provides the provisions Services or products free of Article 1charge, Recipient’s sole remedy shall be, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performance, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider shall not be liable for any other loss or damage on account combined liability of the performance Company and its principals, affiliates, employees, officers, directors, shareholders, members, and/or managers to Subscriber arising under this Agreement is limited to One Thousand United States Dollars ($1,000 USD). These limitations apply regardless of any Service. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no event, whether as a result of the liability is based on breach of contract, indemnity, warranty, tort (including including, without limitation, negligence), breach of warranties, strict liability, or otherwiseany other legal theory. c. To the extent permitted by applicable law, shall whatever the legal basis for the claim, neither party, nor any of its principals, affiliates, employees, officers, directors, shareholders, members, and/or managers, will be liable for any indirect, consequential, special or incidental damages, or damages for lost profits or revenues, business interruption, or loss of business information arising in connection with this Agreement or the Service, even if such possibility was reasonably foreseeable. This exclusion does not apply to either Partyparty’s liability to the other Party for any loss violation of its confidentiality obligations or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such monthintellectual property rights.

Remedies and Limitation of Liability. 6.1 If Buyer claims Seller has breached any of its obligations under the sales contract, whether of warranty or otherwise, Seller may request the return of the goods. In such event, Seller shall have no further obligation under the event that any Service performed by Provider hereunder is not performed sales contract except to refund such purchase price upon redelivery of the goods. If Seller so requests the return of the goods, the goods will be redelivered to Seller in accordance with Seller's instructions and at Sellers expense. The remedies contained in this and the provisions preceding section shall constitute the sole recourse of Article 1Buyer against Seller for breach of any of Seller's obligations under the sales contract, Recipient’s sole remedy shall bewhether of warranty or otherwise. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performanceLOSS OF BUSINESS, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of ServicesLOSS OF BUSINESS OPPORTUNITIES OR FOR ANY CONSEQUENTIAL, as contemplated by this Services AgreementINCIDENTAL, or (iii) to require Provider to pay the cost of replacing such Services with a third-party providerINDIRECT, and Provider PUNITIVE OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL SELLER’S LIABILITY ON OR WITH RESPECT TO ANY CLAIM ARISING OUT OF OR CONNECTED WITH THE SALES CONTRACT OR THE MANUFACTURE, SALE, DELIVERY OR USE OF THE GOODS EXCEED THE PURCHASE PRICE OF THE GOODS. Seller shall not be liable for any failure to perform its obligations under the sales contract resulting directly or indirectly from or contributed to by acts of God; acts of Buyer; civil or military authority; fires; strikes or other loss open disputes; accidents; floods; epidemics; war; riot: delays in transportation; lack of or damage on account of the performance of any Service. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIALinability to obtain raw materials, CONSEQUENTIALcomponents, INDIRECTlabor, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGESfuel or supplies; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no eventor other circumstances beyond Sellers reasonable control, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability not similar to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such monthforegoing.

Remedies and Limitation of Liability. 6.1 11.1 Nortel shall have the right to suspend its performance, upon written notice to Company, and forthwith remove and take possession of all deliverables that shall have been delivered to Company in connection with the performance of certain Services, if, prior to payment to Nortel of any amounts due pursuant to this Agreement with respect to such Services, Company shall (a) become insolvent or bankrupt or cease, be unable, or admit in writing its inability, to pay all debts as they mature, or make a general assignment for the benefit of, or enter into any arrangement with, creditors, (b) authorize, apply for, or consent to the appointment of, a receiver, trustee, or liquidator of all or a substantial part of its assets or have proceedings seeking such appointment commenced against it which are not terminated within sixty (60) days of such commencement, or (c) file a voluntary petition under any bankruptcy or insolvency law or under the reorganization or arrangement provisions of the United States Bankruptcy Code or any similar law of any jurisdiction or have proceedings under any such law instituted against it which are not terminated within sixty (60) days of such commencement. 11.2 In the event that of any Service performed material breach of this Agreement which shall continue for sixty (60) or more days after written notice of such breach (including a reasonably detailed statement of the nature of such breach) shall have been given to the breaching party by Provider hereunder is not performed the aggrieved party, the aggrieved party shall be entitled at its option to avail itself of any and all remedies available at law or equity, except as otherwise limited in accordance with the provisions of Article 1this Agreement. 11.3 NOTHING CONTAINED IN SECTION 11.2 OR ELSEWHERE IN THIS AGREEMENT SHALL MAKE NORTEL LIABLE FOR ANY INDIRECT, Recipient’s sole remedy shall beINCIDENTAL, at the election of Recipient either PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER FOR ANY BREACH OF THIS AGREEMENT WHETHER THE CLAIMS FOR SUCH DAMAGES ARISE IN TORT (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performanceINCLUDING NEGLIGENCE REGARDLESS OF DEGREE OF FAULT), (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider CONTRACT OR OTHERWISE. 11.4 Nortel shall not be liable for any other loss additional costs, expenses, losses or damages resulting from errors, acts or omissions of Company, including, but not limited to, inaccuracy, incompleteness or untimeliness in the provision of information by Company to Nortel or fulfillment by Company of any of its obligations under this Agreement. Company shall pay Nortel the amount of any such costs, expenses, losses or damage on account incurred by Nortel. 11.5 Except for claims for bodily injury, the total liability of the performance Nortel for any claim of any Service. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIALkind for any costs, CONSEQUENTIALexpenses, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no eventlosses or damage, whether as a result of breach of arising in contract, indemnity, warranty, tort (including negligence), strict liability, liability or otherwise, shall either Party’s liability to the other Party or for any loss or damage claims for indemnification arising out of, connected with, or resulting from, from the performance or non-performance of this Services Agreement or the furnishing of Services hereundershall not, in any month event, exceed three times the monthly price total amount paid by Company to Nortel in respect of the specific Service which gives Order giving rise to the claim claim. In no event shall Nortel's total liability under this Agreement exceed the total amount paid by Company to Nortel for Services provided under this Agreement. 11.6 Any action for breach of this Agreement or to enforce any right hereunder shall be commenced within two (2) years after the cause of action accrues or it shall be deemed waived and barred, except any action for nonpayment by Company of any prices, charges, fees or other amounts payable hereunder may be brought by Nortel at any time permitted by applicable law, and Nortel may suspend performance of any of its obligations hereunder until all such monthpayments are made.

Remedies and Limitation of Liability. 6.1 11.1 Nortel shall have the right to suspend its performance by written notice to Buyer and forthwith remove and take possession of all Products that shall have been delivered to Buyer, if, prior to payment to Nortel of any amounts due pursuant to this Agreement with respect to such Products, Buyer shall (a) become insolvent or bankrupt or cease, be unable, or admit in writing its inability, to pay all debts as they mature, or make a general assignment for the benefit of, or enter into any arrangement with, creditors, (b) authorize, apply for, or consent to the appointment of, a receiver, trustee, or liquidator of all or a substantial part of its assets or have proceedings seeking such appointment commenced against it which are not terminated within ninety (90) days of such commencement, or (c) file a voluntary petition under any bankruptcy or insolvency law or under the reorganization or arrangement provisions of the United States Bankruptcy Code or any similar law of any jurisdiction or have proceedings under any such law instituted against it which are not terminated within ninety (90) days of such commencement. 11.2 In the event that of any Service performed material breach of this Agreement which shall continue for thirty (30) or more days after written notice of such breach (including a reasonably detailed statement of the nature of such breach) shall have been given to the breaching party by Provider hereunder is not performed the aggrieved party, the aggrieved party shall be entitled at its option to avail itself of any and all remedies available at law or equity, except as otherwise provided in accordance with this Agreement 11.3 Nothing contained in Section 11.2 or elsewhere in this Agreement shall make Nortel liable for any incidental, indirect, consequential or special damages of any nature whatsoever for any breach of this Agreement whether the provisions of Article 1, Recipient’s sole remedy shall be, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment claims for such performancedamages arise in tort, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreementcontract, or (iii) to require Provider to pay otherwise, or shall increase the cost liability of replacing such Services with a third-party provider, and Provider Nortel under Section 9 or 10 or Exhibit D beyond that prescribed therein. 11.4 Nortel shall not be liable for any other loss additional costs, expenses, losses or damages resulting from errors, acts or omissions of Buyer, including, but not limited to, inaccuracy, incompleteness or untimeliness in the provision of information by Buyer to Nortel or fulfillment by Buyer of any of its obligations under this Agreement. Buyer shall pay Nortel the amount of any such costs, expenses, losses or damage on account incurred by Nortel. 11.5 Any action for breach of this Agreement or to enforce any right hereunder shall be commenced within two (2) years after the performance cause of action accrues or it shall be deemed waived and barred, except any action for nonpayment by Buyer of any Serviceprices, charges, or fees payable hereunder may be brought by Nortel at any time permitted by applicable law. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 711.6 The limitations on Nortel's liability and other obligations set forth in Sections 9,10 and 11 shall survive any termination of this Agreement. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such month.

Remedies and Limitation of Liability. 6.1 In the event that any Service performed by Provider IR hereunder is not performed in accordance with the provisions of Article 1, RecipientPurchaser’s sole remedy shall be, at the election of Recipient Purchaser either (i) to require Provider IR to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient Purchaser to make payment for such performance, performance or (ii) to provide Recipient Purchaser with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider IR shall not be liable for any other loss or damage on account of the performance of any Service. 6.2 IN NO EVENT THE PARTIES AGREE THAT, WITH REGARD TO ANY AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS SERVICES AGREEMENT, THE LIABILITY OF A PARTY SHALL EITHER BE LIMITED TO ACTUAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIALEXEMPLARY, INDIRECTINCIDENTAL, COLLATERAL, INCIDENTAL PUNITIVE OR PUNITIVE CONSEQUENTIAL DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF OR RELATING TO THIS SERVICES AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUES OR LOSS OF PROSPECTIVE BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER THE CLAIM GIVING RISE TO SUCH DAMAGES IS BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE OR NOT SUCH OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7THEREOF. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such monthclaim.

Remedies and Limitation of Liability. 6.1 In 13.1 Nortel Networks shall have the event right to suspend its performance, upon written notice to Company, and forthwith remove and take possession of all Products that shall have been delivered to Company, if, prior to payment to Nortel Networks of any Service performed by Provider hereunder is not performed in accordance amounts due pursuant to this Agreement with the provisions of Article 1respect to such Products, Recipient’s sole remedy Company shall be, at the election of Recipient either (i) become insolvent or bankrupt or cease, be unable, or admit in writing its inability, to require Provider to re-perform such Service in accordance with Article 1 without obligation on pay all debts as they mature, or make a general assignment for the part of Recipient to make payment for such performancebenefit of, or enter into any arrangement with, creditors; (ii) authorize, apply for, or consent to provide Recipient with the appointment of, a credit in an equivalent amount towards the future purchase receiver, trustee, or liquidator of Services, as contemplated by this Services Agreement, all or a substantial part of its assets or have proceedings seeking such appointment commenced against it which are not terminated within sixty (60) days of such commencement; or (iii) file a voluntary petition under any bankruptcy or insolvency law or under the reorganization or arrangement provisions of the United States Bankruptcy Code or any similar law of any jurisdiction or have proceedings under any such law instituted against it which are not terminated within sixty (60) days of such commencement. 13.2 In the event of any material breach of this Agreement which shall continue for thirty (30) or more days after written notice of such breach (including a reasonably detailed statement of the nature of such breach) shall have been given to require Provider the breaching party by the aggrieved party, the aggrieved party shall be entitled at its option to pay avail itself of any and all remedies available at law or equity, except as otherwise limited in this Agreement; provided however, that nothing contained in Section 13.2 or elsewhere in this Agreement shall make either party liable for any indirect, incidental, punitive, special or consequential damages of any nature whatsoever for any breach of this Agreement whether the cost claims for such damages arise in tort (including negligence regardless of replacing degree of fault), contract, or otherwise, except that Company shall be liable for such Services damages with respect to a third-breach of Article 10.. 13.3 Neither party provider, and Provider shall not be liable for any additional costs, expenses, losses or damages resulting from errors, acts or omissions of the other loss party, including, but not limited to, inaccuracy, incompleteness or untimeliness in the provision of information or fulfillment of any obligations under this Agreement. Such party shall pay the other party the amount of any such costs, expenses, losses or damage on account incurred by such other party. 13.4 Any action for breach of this Agreement or to enforce any right hereunder shall be commenced within two (2) years after the cause of action accrues or it shall be deemed waived and barred, except any action for nonpayment by Company of any prices, charges, fees or other amounts payable hereunder may be brought by Nortel Networks at any time permitted by applicable law, and Nortel Networks may suspend performance of any Serviceof its obligations hereunder until all such payments are made. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such month.

Remedies and Limitation of Liability. 6.1 In the event that of any Service performed material breach of this Contract by Provider hereunder is not performed in accordance with AIS which shall continue for fifteen (15) or more days after written notice of such breach (including a reasonably detailed statement of the provisions nature of Article 1such breach) shall have been given to AIS by CLIENT, Recipient’s CLIENT's sole and exclusive remedy shall be, at be to terminate this Agreement without penalty by providing written notice thereof to AIS. In the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performance, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider event CLIENT fails to pay the cost charge for Service or Additional Services when due, AIS shall have the right to suspend its performance under this Agreement upon providing verbal or written notice thereof to Buyer and/or to terminate this Agreement if CLIENT has not paid AIS all amounts due within five (5) days of replacing AIS's written notice thereof. In the event this Agreement is terminated by either party, neither party shall have any further obligation to the other party except that AIS shall refund to CLIENT any portion of the charge paid for Service for the period subsequent to the effective date of termination less any amounts then due AIS for Service and/or Additional Services performed prior to such Services with a third-party provider, and Provider termination. Termination of this Agreement by AIS shall not be liable for any other loss or damage on account of the performance constitute a waiver by AIS of any Service. 6.2 amounts due AIS for Service or Additional Services. THE PARTIES AGREE THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARE EXCLUDED FROM THIS AGREEMENT AND SHALL NOT APPLY TO THE SECURITY EQUIPMENT AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT WHETHER PROVIDED BY AIS PURSUANT TO ITS OBLIGATIONS TO PROVIDE SERVICE OR ADDITIONAL SERVICES OR TO ANY SERVICE OR ADDITIONAL SERVICES PERFORMED UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY WILL AIS BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, OR CONSEQUENTIAL DAMAGES. AIS'S OBLIGATION AND CLIENT’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT AIS PROVIDES MALFUNCTIONING SECURITY EQUIPMENT IS TO CAUSE AIS TO PERFORM SERVICE ON SUCH MALFUNCTIONING SECURITY EQUIPMENT. AIS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR PUNITIVE CONSEQUENTIAL DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON NATURE WHATSOEVER FOR ANY THEORY BREACH OF LIABILITY (INCLUDING NEGLIGENCE) THIS AGREEMENT OR FOR ANY ACTION ARISING IN ANY WAY OUT OF ITS PERFORMANCE UNDER THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such month.

Remedies and Limitation of Liability. 6.1 In 12.1 Nortel Networks shall have the event right to suspend its performance, upon written notice to FiberNet, and forthwith remove and take possession of all Products that shall have been delivered to FiberNet, if, prior to payment to Nortel Networks of any Service performed by Provider hereunder is not performed in accordance amounts due pursuant to this Agreement with the provisions of Article 1respect to such Products, Recipient’s sole remedy FiberNet shall be, at the election of Recipient either (i) become bankrupt or cease, be unable, or admit in writing its inability, to require Provider to re-perform such Service in accordance with Article 1 without obligation on pay all debts as they mature, or make a general assignment for the part of Recipient to make payment for such performancebenefit of, or enter into any arrangement with, creditors; (ii) authorize, apply for, or consent to provide Recipient with the appointment of, a credit in an equivalent amount towards the future purchase receiver, trustee, or liquidator of Services, as contemplated by this Services Agreement, all or a substantial part of its assets or have proceedings seeking such appointment commenced against it which are not terminated within sixty (60) days of such commencement; or (iii) file a voluntary petition under any bankruptcy or insolvency law or under the reorganization or arrangement provisions of the United States Bankruptcy Code or any similar law of any jurisdiction or have proceedings under any such law instituted against it which are not terminated within sixty (60) days of such commencement. 12.2 In the event of any material breach of this Agreement which shall continue for thirty (30) or more days after written notice of such breach (including a reasonably detailed statement of the nature of such breach) shall have been given to require Provider the breaching party by the aggrieved party, the aggrieved party shall be entitled at its option to pay avail itself of any and all remedies available at law or equity, except as otherwise limited in this Agreement. 12.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR FIBERNET'S BREACH OF ARTICLE 10 (SOFTWARE LICENSE) OR EITHER PARTY'S BREACH OF ARTICLE 14 (CONFIDENTIALITY), AND EXCEPT FOR DAMAGES AWARDED TO A THIRD PARTY PURSUANT TO ARTICLE 11 (LIABILITY FOR BODILY INJURY, PROPERTY DAMAGE AND PATENT INFRINGEMENT), NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION. 12.4 Any action for breach of this Agreement or to enforce any right hereunder shall be commenced within two (2) years after the cost cause of replacing such Services with a third-party provideraction accrues or it shall be deemed waived and barred, except any action for nonpayment by FiberNet of any prices, charges, fees or other amounts actually due and payable hereunder may be brought by Nortel Networks at any time permitted by applicable law, and Provider shall not be liable for any other loss or damage on account of the Nortel Networks may suspend performance of any Serviceof its obligations hereunder until all such payments are made. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such month.

Remedies and Limitation of Liability. 6.1 12.1 In the event of any material breach of this Agreement which shall continue for thirty (30) or more days after written notice of such breach (including a reasonably detailed statement of the nature of such breach) shall have been given to the breaching party by the aggrieved party, the aggrieved party shall be entitled at its option to avail itself of any and all remedies available at law or equity, except as otherwise provided in this Agreement. 12.2 In addition to any other remedy that may be available to Buyer at law or equity, should Nortel fail to meet an in-service date as set forth in an accepted Order, and the cure period to remedy such failure shall have expired without cure, Buyer shall be entitled to cancel this Agreement upon thirty (30) days written notice to Nortel. In the event of such cancellation, Buyer shall pay Nortel for all Core Deliverables delivered by Nortel prior to the cancellation of this Agreement which Buyer desires to retain; and Teligent shall not be responsible for any Service performed True-Up Amount, as set forth in Section 4.2. 12.3 Nortel shall have the right to suspend its performance by Provider hereunder is not performed written notice to Buyer and forthwith remove and take possession of all Core Deliverables that shall have been delivered to Buyer, if, prior to payment to Nortel of any amounts due pursuant to this Agreement with respect to such Core Deliverables, Buyer shall (a) become insolvent or bankrupt or cease, be unable, or admit in accordance with writing its inability, to pay all debts as they mature, or make a general assignment for the provisions benefit of, or enter into any arrangement with, creditors, (b) authorize, apply for, or consent to the appointment of, a receiver, trustee, or liquidator of Article 1, Recipient’s sole remedy shall be, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the all or a substantial part of Recipient to make payment for its assets or have proceedings seeking such performance, appointment commenced against it which are not terminated within ninety (ii90) to provide Recipient with a credit in an equivalent amount towards the future purchase days of Services, as contemplated by this Services Agreementsuch commencement, or (iiic) to require Provider to pay file a voluntary petition under any bankruptcy or insolvency law or under the cost reorganization or arrangement provisions of replacing the United States Bankruptcy Code or any similar law of any jurisdiction or have proceedings under any such Services with a third-party providerlaw instituted against it which are not terminated within ninety (90) days of such commencement. 12.4 EXCEPT FOR A BREACH BY BUYER OF NORTEL'S SOFTWARE LICENSE OR AN INDEMNIFICATION UNDER SECTION 11.1, and Provider NOTHING IN THIS AGREEMENT SHALL MAKE EITHER PARTY LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER FOR ANY BREACH OF THIS AGREEMENT WHETHER THE CLAIMS FOR SUCH DAMAGES ARISE IN TORT, CONTRACT, OR OTHERWISE. 12.5 A Party shall not be liable for any other loss additional costs and expenses resulting from (a) errors, acts or damage on account omissions of the performance other Party, including, but not limited to, inaccuracy, incompleteness or untimeliness in the provision of any Service. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to information by the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for first Party or (b) the fulfillment by the other Party of any of its obligations under this Agreement. In such monthevent, the other Party shall pay the first Party the amount of any such costs and expenses incurred by the first Party. 12.6 [redacted] 12.7 [redacted] 12.8 [redacted]

Remedies and Limitation of Liability. 6.1 11.1 Nortel shall have the right to suspend its performance by written notice to Buyer and forthwith remove and take possession of all Products that shall have been delivered to Buyer, if, prior to payment to Nortel of any amounts due pursuant to this Agreement with respect to such Products, Buyer shall (a) become insolvent or bankrupt or cease, be unable, or admit in writing its inability, to pay all debts as they mature, or make a general assignment for the benefit of, or enter into any arrangement with, creditors, (b) authorize, apply for, or consent to the appointment of a receiver, trustee, or liquidator of all or a substantial part of its assets or have proceedings seeking such appointment commenced against it which are not terminated within ninety (90) days of such commencement, or (c) file a voluntary petition under any bankruptcy or insolvency law or under the reorganization or arrangement provisions of the United States Bankruptcy Code or any similar law of any jurisdiction or have proceedings under any such law instituted against it which are not terminated within ninety (90) days of such commencement. 11.2 In the event that of any Service performed material breach of this Agreement which shall continue for thirty (30) or more days after written notice of such breach (including a reasonably detailed statement of the nature of such breach) shall have been given to the breaching party by Provider hereunder is not performed the aggrieved party, the aggrieved party shall be entitled at its option to avail itself of any and all remedies available at law or equity, except as otherwise provided in accordance with this Agreement. 11.3 Except for Buyer's breach of the provisions SOFTWARE LICENSE set forth in Exhibit B or any party's breach of Article 1Section 13, Recipient’s sole remedy CONFIDENTIAL INFORMATION, nothing contained in Section 11.2 or elsewhere in this Agreement shall bemake any party liable for any incidental, at indirect, consequential or special damages of any nature whatsoever for any breach of this Agreement whether the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment claims for such performancedamages arise in tort, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreementcontract, or (iii) to require Provider to pay otherwise, or shall increase the cost liability of replacing such Services with a third-any party provider, and Provider under Section 9 or 10 or Exhibit D beyond that prescribed therein. 11.4 Nortel shall not be liable for any other loss additional costs, expenses, losses or damages resulting from errors, acts or omissions of Buyer, including, but not limited to, inaccuracy, incompleteness or untimeliness in the provision of information by Buyer to Nortel or fulfillment by Buyer of any of its obligations under this Agreement. Buyer shall pay Nortel the reasonable amount of any such costs, expenses, losses or damage on account of the performance of any Servicedirectly incurred by Nortel. 6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL11.5 The limitations on any party's liability and other obligations set forth in Sections 9, CONSEQUENTIAL10, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7and 11 shall survive any termination of this Agreement. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such month.

Remedies and Limitation of Liability. 6.1 In the event that of any Service performed material breach of this Contract by Provider hereunder is not performed Consultant which shall continue for sixty (60) or more days after written notice of such breach (including a reasonably detailed statement of the nature of such breach) shall have been given to Consultant by The City of Warrenville, The City of Warrenville may(i) terminate this Agreement in accordance with the provisions Section 12 of Article 1, Recipient’s sole remedy shall be, at the election of Recipient either (i) this Agreement without penalty by providing written notice thereof to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performanceConsultant, (ii) the City of Warrenville may require the Consultant, within a reasonable time, to provide Recipient complete or correct all or any part of the Services that are the subject of the breach; and to take any or all other action necessary to bring the Consultant and the Services into compliance with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or ; (iii) the City of Warrenville may withhold from any payment, whether or not previously approved, or may recover from the Consultant, any and all costs, including attorneys’ fees and administrative expenses, incurred by the City of Warrenville as the result of any breach by the Consultant or as a result of actions taken by the City of Warrenville in response to require Provider any breach by the Consultant . . In the event The City of Warrenville fails to pay the cost charge for Service or Additional Services when due, Consultant shall have the right to suspend its performance under this Agreement upon providing verbal or written notice thereof to Buyer and/or to terminate this Agreement if The City of replacing such Services with a third-party providerWarrenville has not paid Consultant all amounts due within thirty (30) days of Consultant's written notice thereof. THE PARTIES AGREE THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES, and Provider shall not be liable for any other loss or damage on account of the performance of any Service. 6.2 EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARE EXCLUDED FROM THIS AGREEMENT AND SHALL NOT APPLY TO THE SECURITY EQUIPMENT AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT WHETHER PROVIDED BY CONSULTANT PURSUANT TO ITS OBLIGATIONS TO PROVIDE SERVICE OR ADDITIONAL SERVICES OR TO ANY SERVICE OR ADDITIONAL SERVICES PERFORMED UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY WILL CONSULTANT BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, OR CONSEQUENTIAL DAMAGES. CONSULTANT SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR PUNITIVE CONSEQUENTIAL DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, HOWEVER CAUSED AND ON NATURE WHATSOEVER FOR ANY THEORY BREACH OF LIABILITY (INCLUDING NEGLIGENCE) THIS AGREEMENT OR FOR ANY ACTION ARISING IN ANY WAY OUT OF ITS PERFORMANCE UNDER THIS SERVICES AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN ARTICLE 7. 6.3 In no event, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such month.

Remedies and Limitation of Liability. 6.1 8.1 In the event of a breach of the Performance Warranty under Section 7.1, Smarsh shall use commercially reasonable efforts to provide Client with an error correction or work-around that any corrects the reported non-conformity, and will provide Client a credit equal to 1/30th of the Monthly Fees for the applicable Service performed in which the Performance Warranty was not met. Credits must be requested in writing within thirty (30) days and a breach of the Performance Warranty must be verified by Provider hereunder is not performed in accordance with the provisions of Article 1, RecipientSmarsh. Credits shall be credited towards Client’s next invoice. The foregoing represents Client’s sole remedy shall be, at the election of Recipient either (i) to require Provider to re-perform such Service in accordance with Article 1 without obligation on the part of Recipient to make payment for such performance, (ii) to provide Recipient with a credit in an equivalent amount towards the future purchase of Services, as contemplated by this Services Agreement, or (iii) to require Provider to pay the cost of replacing such Services with a third-party provider, and Provider shall not be liable for any other loss or damage on account breach of the performance of any ServicePerformance Warranty. 6.2 8.2 IN NO EVENT SHALL WILL EITHER PARTY BE LIABLE TO THE OTHER OTHER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERALINCIDENTAL, INCIDENTAL PUNITIVE, EXEMPLARY OR PUNITIVE CONSEQUENTIAL DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC (INCLUDING LOSS OF ANY KINDUSE, HOWEVER CAUSED AND DATA, BUSINESS OR PROFITS), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER BASED ON ANY THEORY BREACH OF LIABILITY CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT ), OR OTHERWISE, REGARDLESS OF THIS SERVICES AGREEMENT, WHETHER SUCH DAMAGE WAS FORESEEABLE OR NOT SUCH WHETHER THE PARTY HAS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. XXXXXX’X AGGREGATE LIABILITY HEREUNDER FOR ALL DAMAGES ARISING UNDER OR RELATING TO THE PROVISION OF SERVICES, NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY SUCH DAMAGES; PROVIDEDACTION IS BROUGHT, HOWEVER, THAT SHALL BE LIMITED TO THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS FEES ACTUALLY RECEIVED BY SMARSH FROM CLIENT FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS THE APPLICABLE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE MONTH IN WHICH THE INCIDENT CAUSING THE DAMAGES AROSE. THE LIMITATION ON LIABILITY SET FORTH IN ARTICLE 7ABOVE IS CUMULATIVE; ALL PAYMENTS MADE FOR ALL CLAIMS AND DAMAGES SHALL BE AGGREGATED, TO DETERMINE IF THE LIMIT HAS BEEN REACHED. 6.3 In no event8.3 THE ABOVE LIMITATIONS OF LIABILITY REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES IN VIEW OF THE FAVORABLE FEES BEING CHARGED BY SMARSH RELATIVE TO THE SERVICES DESCRIBED HEREIN, whether as a result of breach of contract, indemnity, warranty, tort (including negligence), strict liability, or otherwise, shall either Party’s liability to the other Party for any loss or damage arising out of, or resulting from, this Services Agreement or the furnishing of Services hereunder, in any month exceed three times the monthly price of the specific Service which gives rise to the claim for such monthAND ARE MATERIAL TERMS HEREOF.