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damage,whether based on warranty,tort,contract,or other law,arising from or related to this MSA, <br /> the services provided under an SOW,the work product,or for any plans,actions,or results of an <br /> SOW,except to the extent authorized by this MSA. In no event shall any CLA party be liable to you for <br /> any indirect,special,incidental,consequential,punitive,or exemplary damages,or for loss of profits <br /> or loss of goodwill,costs,or attorney fees. <br /> The exclusive remedy available to you shall be the right to pursue claims for actual damages that are <br /> directly caused by acts or omissions that are breaches by a CLA party of our duties owed under this <br /> MSA and the specific SOW thereunder,but any recovery on any such claims shall not exceed the fees <br /> actually paid by you to CLA pursuant to the SOW that gives rise to the claim. <br /> 8. Governing Laws,Jurisdiction,and Venue <br /> The MSA is made under and shall be governed by the laws of the state of Illinois,without giving effect <br /> to choice-of-law principles.This includes dispute resolution and limitation of remedies. <br /> 9. Time limitations <br /> The nature of our services makes it difficult,with the passage of time,to gather and present evidence <br /> that fully and fairly establishes the facts underlying any dispute that may arise between you and any <br /> CLA party.The parties(you and CLA)agree that,notwithstanding any statute or law of limitations <br /> that might otherwise apply to a dispute,including one arising out of this MSA or the services <br /> performed under an SOW,for breach of contract or fiduciary duty,tort,fraud,misrepresentation or <br /> any other cause of action or remedy,any action or legal proceeding by you against any CLA party must <br /> be commenced as provided below,or you shall be forever barred from commencing a lawsuit or <br /> obtaining any legal or equitable relief or recovery.An action to recover on a dispute shall be <br /> commenced within these periods("Limitation Period"),which vary based on the services provided, <br /> and may be modified as described in the following paragraph: <br /> Service Time after the date we deliver the services or work <br /> product* <br /> Tax Consulting Services 36 months <br /> Tax Return Preparation 36 months <br /> Examination,compilation, and preparation services 12 months <br /> related to prospective financial statements <br /> Audit, review, examination, agreed-upon procedures, 24 months <br /> compilation, and preparation services other than those <br /> related to prospective financial information <br /> All Other Services 12 months <br /> *pursuant to the SOW on which the dispute is based <br /> Page 3 of 7 <br />