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Neither FASTER nor its suppliers shall be liable for any special, incidental, indirect, punitive or <br /> consequential damages arising out of the use of or inability to use the FASTER software or its <br /> associated support services,or the provision of or failure to provide support services under this <br /> Agreement. <br /> 6. Limitation of Liability <br /> Customer agrees that FASTER's liability to Customer or any third party due to negligent professional <br /> acts,errors or omissions or breach of contract by FASTER will be limited to an aggregate of FASTER's <br /> totalfees. <br /> 7. Confidential Information <br /> "Confidential Information" means any software provided by FASTER to Customer under this <br /> Agreement,the logon identifiers and passwords provided to Customer and its authorized users, <br /> materials marked confidential by Customer or FASTER and any other information conveyed under <br /> this Agreement in writing or orally that is designated confidential or by the circumstances in which it <br /> is provided reasonably would be considered confidential. Each party acknowledges and agrees that: <br /> (a)the Confidential Information constitutes trade secrets of the party owning such Confidential <br /> Information; (b) it will use Confidential Information of the other party solely in accordance with the <br /> provisions of this Agreement;and (c) it will not disclose, or permit to be disclosed,the Confidential <br /> Information of the other party to any third party without the disclosing party's prior written <br /> consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality <br /> of the other party's Confidential Information including, at a minimum,those precautions taken by a <br /> party to protect its own Confidential Information of a similar nature,which will in no event be less <br /> than a reasonable degree of care. Confidential Information will not include information that is: (a) <br /> publicly available through no fault of the receiving party; (b)already in the other party's possession <br /> and not subject to a confidentiality obligation; (c)obtained by the other party from any source <br /> without breach of any obligation of confidentiality; or(d) independently developed by the other <br /> party without reference to the disclosing party's Confidential Information. Either party may disclose <br /> such Confidential Information as is required to be disclosed by order of a court or other <br /> governmental entity, provided reasonable notice is given to the party owning such Confidential <br /> Information so that such party may challenge the disclosure or obtain a protective order or other <br /> equitable relief. The obligations in this section as to Confidential Information shall continue for a <br /> period of five years following termination of this Agreement, including all renewal terms. <br /> 8. Term and Termination <br /> The initial term of this Agreement shall be for five years from the Effective Date.The costs for <br /> Annual Software and Support in this Agreement will increase annually by the Consumer Price Index <br /> for the United States as published by the Bureau of Labor Statistics of the United States Department <br /> of Labor(capped at no more than 6%annually), or, if specified, by the amount identified in the <br /> pricing quotation.The parties will work in good faith to allow for each party to unwind this <br /> relationship if termination occurs. <br /> a. Termination by FASTER <br /> FASTER shall have the right, upon notice to Customer,to terminate this Agreement if: (a) <br /> Customer fails to pay FASTER any amount due hereunder and such failure to pay is not <br />