Liability Limitation Agreement

LIABILITY LIMITATION AGREEMENT

This Liability Limitation Agreement (the "Agreement") is made effective as of by and between Party A: and Party B: . Party A and Party B are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Party A provides certain products, services or deliverables to Party B pursuant to one or more agreements between the Parties; and

WHEREAS, the Parties wish to allocate and limit liability arising out of or related to the transactions, performance and relationship between the Parties, subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and for other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Claim" means any claim, demand, suit, arbitration, action, investigation, proceeding, judgment, loss, liability, damage, cost or expense, including reasonable attorneys' fees and court costs.

1.2 "Direct Damages" means proven compensatory damages actually incurred by a Party and awarded by a court of competent jurisdiction, excluding special, incidental, consequential, exemplary or punitive damages except as expressly provided in this Agreement.

2. LIMITATION OF LIABILITY

2.1 Except as otherwise provided in Section 3 (Exclusions) and Section 4 (Indemnification), neither Party shall be liable to the other Party for any indirect, incidental, special, consequential, exemplary or punitive damages, including but not limited to loss of profits, loss of business, loss of use, loss of goodwill, loss of anticipated savings, or loss of data, whether in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such damages.

2.2 Subject to the exclusions set forth in this Agreement, each Party's aggregate liability to the other Party for all Claims arising out of or relating to this Agreement shall not exceed the greater of (a) the amount paid or payable by Party B to Party A under the particular statement of work, order or agreement giving rise to the Claim during the twelve (12) month period immediately preceding the event giving rise to the Claim, or (b) the monetary cap set forth below:

3. EXCLUSIONS FROM LIMITATION

3.1 Notwithstanding any limitation set forth in this Agreement, the limitations and exclusions shall not limit or exclude liability for: (a) death or personal injury caused by a Party's gross negligence or willful misconduct; (b) a Party's fraud or fraudulent misrepresentation; (c) a Party's breach of its confidentiality obligations; or (d) any statutory liability that cannot be limited or excluded by law.

3.2 The Parties acknowledge that certain types of losses are expressly excluded from the limitation of liability above. The Parties further agree that the following categories of Claims are excluded from the cap:

4. INDEMNIFICATION

4.1 Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all Claims arising out of the Indemnifying Party's: (a) breach of this Agreement; (b) gross negligence or willful misconduct; or (c) violation of applicable law in connection with the performance of this Agreement.

4.2 The Indemnified Party shall: (a) promptly notify the Indemnifying Party in writing of any Claim for which indemnity is sought; (b) permit the Indemnifying Party to control the defense and settlement of such Claim; and (c) provide reasonable cooperation and information at the Indemnifying Party's expense. Failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent the delay materially prejudices the defense.

5. INSURANCE

5.1 Each Party shall maintain at its own cost insurance coverages customary and reasonable in the industry for its operations, including commercial general liability and, where applicable, professional liability and workers' compensation coverage. Upon written request, a Party shall provide a certificate of insurance evidencing such coverages.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on the effective date above and shall continue in effect until terminated by either Party in accordance with this Section 6.

6.2 Either Party may terminate this Agreement for convenience upon written notice to the other Party at least days prior to the effective date of termination. Termination shall not relieve either Party of obligations incurred prior to the effective date of termination, including payment obligations and liability for breaches occurring prior to termination.

7. CONFIDENTIALITY

7.1 Each Party acknowledges that it may receive Confidential Information of the other Party. Except as otherwise provided in a separate written confidentiality agreement between the Parties, each Party agrees to (a) hold Confidential Information in strict confidence, (b) use Confidential Information only for the purposes of performing obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, advisors or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

8. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth below (or to such other address that a Party may designate by written notice):

9. AMENDMENT, WAIVER, COUNTERPARTS

9.1 No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties.

9.2 No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver must be in writing to be effective.

9.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be effective for all purposes.

10. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that state for resolution of any disputes arising under this Agreement.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, communications and understandings, whether written or oral, relating thereto.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, that provision shall be severed and the remaining provisions shall remain in full force and effect and shall be enforced to the fullest extent permitted by law.

MISCELLANEOUS

The Parties represent and warrant that (a) they have full power and authority to enter into this Agreement and to perform their obligations hereunder; and (b) the person signing below on behalf of each Party is duly authorized to execute this Agreement.

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