Statement of Work, Master Professional Services Agreement, Mutual Confidentiality Agreement - SADA Systems, Inc

Home Browse Search

be unreasonably withheld or delayed; and (B) the Indemnitee may join in the defense of a claim with its own counsel at its own expense. THE INDEMNITIES PROVIDED IN THIS ARTICLE ARE THE ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. 10. LIABILITY 10.1 Limitation of Liability. (A) IN NO EVENT WILL EITHER PARTY BE HELD LIABLE UNDER THIS AGREEMENT FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, BUSINESS INTERRUPTION OR LOST PROFITS), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHERWISE, EVEN IF SUCH PARTY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. (B) EXCEPT AS PROVIDED IN SECTION 11.2, NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AGGREGATE AMOUNT PAID OR PAYABLE TO SADA BY CLIENT UNDER THE APPLICABLE STATEMENT(S) OF WORK GIVING RISE TO SUCH LOSS (EXCLUDING ANY LICENSE FEES PAID FOR THIRD -PARTY PRODUCTS). (C) No action, regardless of form, arising out of the transactions under this Agreement, may be brought by either Party more than one year after the Loss occurred, except that an action for non-payment may be brought within one year of the date of last payment. 10.2 Exceptions to Limitation of Liability. The limitations set forth in Section 1 1.1{B) will not apply to: (A) damages occasioned by a Party's breach of its obligations with respect to the other Party's intellectual property rights, (B) Losses that are the subject of indemnification obligations under this Agreement, or (C) Losses determined to be the direct result of a Party's gross negligence or intentional or willful misconduct. 11. FORCE MAJEURE No Party will be liable for any default or delay in the performance of its obligations under this Agreement if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or other acts of God, riots, civil disorders, acts of terrorism, or any other similar cause beyond the reasonable control of such Party. Any Party so delayed in its performance will promptly notify the Party to whom performance is clue by telephone (to be confirmed in writing within five days of the inception of such delay) and describe at a reasonable level of detail the circumstances causing such delay. 12. DISPUTE RESOLUTION AND GOVERNING LAW All claims, disputes or controversies arising out of or relating to this Agreement, including disputes relating to the interpretation of any provision of this Agreement or any Party's performance or breach hereunder, will be resolved as set forth in this Article. All negotiations pursuant to this Article will be confidential and will be treated as compromise and settlement negotiations for purposes of the applicable rules of evidence, 12.1 Dispute Resolution. In the event of a claim, controversy or dispute, the Parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a satisfactory solution. 12.2 Equitable Relief. Notwithstanding the foregoing, if a Party determines, in good faith, that a breach or threatened breach of the terms of this Agreement by the other Party would result in irreparable harm, such that a temporary restraining order or other form of injunctive relief is the only appropriate and adequate remedy, such Party may proceed directly to court and may obtain such relief without bond (if permitted by law). The Parties further acknowledge and agree either Party may proceed directly to court if the other Party breaches or threatens to breach its obligations under Article 5 or Article 7. If a court of competent jurisdiction should find that a Party has breached or threatened to breach its obligations under either such Article, both SADA Master Professional Services Agreement 7 Version 4,26.17