Master Services Agreement - Government Finance Officers Association of the United States

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B. Limitation of Liability: Consultant's liability for any matter arising under this Agreement or from any transaction contemplated herein, including without limitation the provision of the Services, shall not exceed the actual amount paid by an insurer as a result of any claim made with respect to such matter under Consultant's insurance policies as set forth in Section VIII (the "Liability Cap"). The Government acknowledges that the Liability Cap is a material term upon which Consultant has relied in entering into this Agreement and that Consultant would not have entered into this Agreement in the absence of such provision, X. ACCEPTANCE AND RELEASE The Government shall be deemed to have accepted all Services in a given Phase and the work product resulting therefrom upon the earlier to occur of: (i) the Government's payment of the invoice received from Consultant in respect of the Services; or (ii) the Payment Date; provided, that prior to such date the Government did not provide written notice to Consultant that it believes Consultant has breached this Agreement. Upon such acceptance, the Government shall be deemed to have released Consultant from any liability resulting from such phase of the Services. XI. DISCLAIMER The Government hereby acknowledges that (i) Consultant is not the software provider or systems integrator, (ii) Consultant's role is to provide information, analysis and advisory services, and (iii) the decision on a software and services vendor is solely that of the Government. Accordingly, the Government agrees that Consultant shall bear no responsibility and shall incur no liability with respect to the performance or provision of the software, hardware, or implementation services. XII. NONDISCRIMINATION The Consultant agrees to comply with the nondiscrimination provisions of all applicable laws and to take affirmative action to assure that applicants are employed and that employees are heated during employment in a mariner that provides equal employment opportunity and tends to eliminate any inequality based upon race, national origin or sex. XIII. TERMINATION OF AGREEMENT AND RIGHTS UPON TERMINATION A. Termination without Cause: Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to the other party. B, Termination for Cause: Either party .may immediately terminate this Agreement in the event that (i) the other party seeps protection under the bankruptcy laws (other than as a creditor) or (ii) any assignment is made for the benefit of creditors or a trustee is appointed for all or any portion of such other party's assets. C. Effect of Termination: If the Services are terminated under this Section XIII, (i) Consultant shall provide to the Government all work product completed through the date of termination, (ii) each party shall return to the other party any and all Confidential Information of the other party and all other information, data, software, documentation or equipment in its possession or control which the other Government Finance Of�cers Association 4 of 7