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Master License Agreement Page 15 of 16 <br />SCHEDULE D <br />Terms for Consulting Services <br />These terms apply to all Consulting Services and Sections 1 through 4 below supersede the corresponding <br />terms in the main body of this Agreement. <br />1.TERMINATION OF CONSULTING RELATIONSHIP <br />a.By the Licensee or BlueConduit. At any time, either the Licensee or BlueConduit may terminate, <br />without liability, the Consulting Services for any reason, with or without cause, by giving (thirty) 30 <br />days advance written notice to the other party. <br />b.Termination obligations. In the event of termination, Licensee shall pay BlueConduit for all <br />performed Consulting Services and approved travel expenses up to the date of termination. <br />2.LIMITED WARRANTY, REMEDY, AND DISCLAIMER <br />BlueConduit warrants that Consulting Services will be performed by reasonably skilled personnel in a <br />professional and workmanlike manner. Licensee must provide a detailed written notice of any alleged <br />warranty failure within thirty (30) days after the nonconforming service is performed, and Licensee’s right <br />to make such claim will terminate after that period. BLUECONDUIT’S SOLE OBLIGATION AND <br />LICENSEE’S EXCLUSIVE REMEDY FOR ANY FAILURE OF THIS WARRANTY IS THE <br />REPERFORMANCE OF THE NONCONFORMING SERVICES. IF BLUECONDUIT IS UNABLE TO <br />REPERFORM SERVICES IN A CONFORMING MANNER THEN BLUECONDUIT WILL REFUND THE <br />FEES PAID FOR THE NONCONFORMING SERVICES. <br />To the extent permitted by law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER <br />WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND THE PARTI ES DISCLAIM ANY IMPLIED <br />WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, <br />FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. <br />3.LIMIT OF LIABILITY <br />IN NO EVENT SHALL BLUECONDUIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, <br />CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST OR IMPUTED PROFITS OR LOST <br />DATA. BLUECONDUIT’S AGGREGATE, CUMULATIVE LIABILITY ARISING IN CONNECTION WITH <br />CONSULTING SERVICES UNDER A STATEMENT OF WORK SHALL BE LIMITED TO DIRECT <br />DAMAGES IN THE AMOUNT EQUIVALENT TO THE CONSULTING SERVICES FEES ACTUALLY <br />RECEIVED BY BLUECONDUIT FROM LICENSEE UNDER THAT STATEMENT OF WORK. THE <br />LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION APPLY TO ALL CLAIMS OR CAUSES <br />OF ACTION ON WHATEVER BASIS AND UNDER WHATEVER THEORY BROUGHT AND <br />IRRESPECTIVE OF WHETHER BLUECONDUIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH <br />CLAIM. THESE LIMITATIONS OF LIABILITY ARE INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR <br />BREACH OF WARRANTY IN THIS AGREEMENT, AND WILL SURVIVE AND APPLY <br />NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY SPECIFIED REMEDIES. <br />Nothing in this Section is intended to exclude or limit any liability that cannot be excluded or limited under <br />the governing law. <br />4.INTELLECTUAL PROPERTY <br />a.Licensee Intellectual Property. Licensee shall maintain all ownership, rights, and title to its <br />preexisting intellectual property and data (“Licensee Data”).