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<br /> CONCENTRIC
<br /> I N T E G R AT I O N
<br /> Automobile Liability: $1,000,000 combined single
<br /> limit
<br /> 14. Limitations of Liability.
<br /> 14.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL CONSULTANT OR ANY OF ITS LICENSORS,SERVICE PROVIDERS OR
<br /> SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR
<br /> EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE,
<br /> FOR ANY:(a)LOSS OF PRODUCTION,USE, BUSINESS,REVENUE,OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE;(b)USE,
<br /> QUALITY, OR PERFORMANCE OF THE SYSTEM, SYSTEM COMPONENTS, OR OTHER DELIVERABLES OTHER THAN AS EXPRESSLY
<br /> SPECIFIED IN THE SPECIFICATIONS, DOCUMENTATION, OR THIS AGREEMENT, INCLUDING ANY INABILITY TO USE OR NON-
<br /> PERFORMANCE OF THE SYSTEM, IN WHOLE OR IN PART;OR(c)CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY,SPECIAL,
<br /> ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE
<br /> POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND
<br /> NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
<br /> 14.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF CONSULTANT AND
<br /> ITS LICENSORS, SUBCONTRACTORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT
<br /> OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING
<br /> NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE FOLLOWING (WHICHEVER IS GREATER): (A) THE AMOUNT PAID
<br /> BY CUSTOMER TO CONSULTANT PURSUANT TO THIS AGREEMENT IN THE TWELVE(12) MONTH PERIOD PRECEDING THE EVENT
<br /> GIVING RISE TO THE CLAIM;OR,(B)IF THE COLLECTIVE AGGREGATE LIABILITY IS INSURED IN WHOLE OR IN PART,THE AGGREGATE
<br /> AMOUNT RECOVERED BY CONSULTANT FROM ANY INSURERS OF THE LIABILITY. THE FOREGOING LIMITATION APPLIES
<br /> NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
<br /> 14.3 Customer acknowledges and agrees that the parties entered into the Agreement in reliance upon the
<br /> limitations of liability set forth in Section 14, that the same reflect an allocation of risk between the parties (including the
<br /> risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an
<br /> essential basis of the bargain between the parties.
<br /> 15. Force Majeure. In no event will either party be liable or responsible to the other party,or be deemed to have defaulted
<br /> under or breached this Agreement,for any failure or delay in fulfilling or performing any portion of this Agreement, (except for
<br /> any confidentiality or payment obligations), when and to the extent such failure or delay is caused by any circumstances
<br /> beyond such party's reasonable control (a "Force Majeure Event"), including acts of God,flood,fire, lightning, earthquake or
<br /> explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this
<br /> Agreement, national or regional emergency,strikes, labor stoppages or slowdowns or other industrial disturbances, passage
<br /> of Law or any action taken by a governmental or public authority, including imposing an embargo,export or import restriction,
<br /> quota, or other restriction or prohibition or any complete or partial government shutdown,or national or regional shortage of
<br /> adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event
<br /> continues substantially uninterrupted for a period of thirty (30) calendar days or more. In the event of any failure or delay
<br /> caused by a Force Majeure Event,the affected party shall give prompt notice to the other party,stating the period of time the
<br /> occurrence is expected to continue and use diligent efforts to end the failure or delay and minimize the effects of such Force
<br /> Majeure Event.
<br /> 16. Miscellaneous.
<br /> 16.1 Further Assurances. Upon a party's reasonable request, the other party shall, at the requesting party's sole
<br /> cost and expense,execute and deliver all such documents and instruments,and take all such further actions, necessary to
<br /> give full effect to this Agreement.
<br /> 16.2 Relationship of the Parties.The relationship between the parties is that of independent contractors. Nothing
<br /> contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint
<br /> enterprise, employment, or fiduciary relationship between the parties,and neither party shall have authority to contract for
<br /> or bind the other party in any manner whatsoever.
<br /> Concentric Integration,LLC I Standard Terms and Conditions v10.1
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