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City of Decatur IL <br /> SOW#: 1003521055304 SOW-1 P R E S I D 1 0' <br /> 3-Jun-2022 <br /> Office 365 Migration <br /> 4. Limitation of Liability. IN NO EVENT SHALL PRESIDIO BE LIABLE TO CLIENT FOR ANY INDIRECT, <br /> INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND <br /> WHATSOEVER,ARISING IN CONTRACT,TORT OR OTHERWISE, EVEN IF ADVISED OF THE <br /> POSSIBILITY OF SUCH DAMAGES. PRESIDIO'S ENTIRE LIABILITY AND CLIENT'S EXCLUSIVE <br /> REMEDY FOR DAMAGES FROM ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, <br /> NONPERFORMANCE OR MISREPRESENTATION,AND REGARDLESS OF THE FORM OF ACTIONS, <br /> SHALL BE LIMITED TO THE AMOUNT WHICH HAS BEEN ACTUALLY PAID TO PRESIDIO BY CLIENT <br /> FOR SERVICES AND/OR PERFORMANCE HEREUNDER. Without limiting the foregoing, PRESIDIO will <br /> have no responsibility for the adequacy or performance of(i)any third party software provided to PRESIDIO <br /> under this agreement; (ii)any hardware,and (iii)any services provided by any third party. <br /> 5. Non-Solicitation Provision. During the term of this SOW and for twelve(12)months thereafter,CLIENT will <br /> not solicit for a permanent or other position any employee or subcontractor of PRESIDIO to whom CLIENT <br /> was introduced through its relationship with PRESIDIO. Should CLIENT solicit and/or hire an employee or <br /> contractor from PRESIDIO, CLIENT shall pay to PRESIDIO an administrative fee equal to 1 year's salary of <br /> the employee's new salary at CLIENT. <br /> 6. Force Majeure. Neither party shall be liable for any failure or delay in performance of its obligations <br /> hereunder where such performance is prevented or delayed by causes beyond its reasonable control, <br /> including without limitation,flood,war,embargo,strike or other labor dispute, riot,acts of God or the <br /> intervention of any government authority. <br /> 7. Choice of Law and Venue. The parties will attempt to settle any claim or controversy arising under this <br /> SOW through consultation and negotiation in good faith and a spirit of mutual cooperation.This SOW and all <br /> matters relating thereto shall be governed exclusively by the substantive law of the State of Michigan. Any <br /> dispute relating directly or indirectly to this SOW or any other contract or agreement between the parties <br /> which cannot be resolved through the process of consultation and negotiation shall be brought in a court of <br /> competent jurisdiction in Kent County, Michigan,that being the exclusive venue for any dispute between or <br /> any claims held by any of the parties to this SOW. <br /> 8. Miscellaneous. This SOW constitutes the entire agreement of the parties and supersedes all prior written or <br /> oral agreements, representations and understandings relating to the subject matter hereof,with the <br /> exception of a valid Master Services and Product Agreement between the parties under the terms of which <br /> this SOW shall be incorporated.This SOW shall not be amended or modified except by written instrument <br /> signed by the parties. Should additional work beyond the scope of the Services detailed herein by <br /> PRESIDIO be requested by CLIENT,fees for such additional Services will be negotiated with CLIENT prior <br /> to performing such work and will be memorialized in writing between the Parties by utilizing a Project <br /> Change Request form ("PCR")or an additional SOW as appropriate. PRESIDIO will invoice CLIENT for any <br /> additional work performed and expenses incurred which are not described in this SOW.The Parties agree <br /> that neither may assign its rights or duties under this contract without the prior written consent of the other <br /> Party,which consent shall not be unreasonably withheld. <br /> 9. Severability. The provisions of this SOW are severable. If any provision of this SOW or its application to any <br /> person or circumstance is ever held by any court of competent jurisdiction to be invalid for any reason,the <br /> remainder of this Agreement and the application of such provision or part of this SOW to other persons or <br /> circumstances shall not be affected. <br /> Confidential and Proprietary Page 11 <br />