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3 <br />right to examine and audit the records and to make transcripts therefrom. Client <br />shall provide thirty (30) days written notice of its intent to inspect or audit any <br />such records and shall conduct such inspection or audit only during Consultant's <br />normal business hours. Any Client's employee, consultant, subcontractor or <br />agent who may have access to such records shall execute anon-disclosure <br />agreement prior to being granted such access. <br />(7) Copyright for Consultant's Proprietary Software. Client acknowledges that <br />the service and/or deliverables provided by Consultant are generated by <br />Consultant's proprietary software. Nothing contained herein is intended nor shall <br />it be construed to require Consultant to provide such software to Client. Client <br />agrees that all ownership, including copyright, patents or other intellectual <br />property rights to the software, lie with Consultant. Nothing herein shall be <br />construed to entitle Client to any pre-existing Contractor materials. <br />(8) Insurance. Consultant shall maintain appropriate general liability <br />insurance, workers' compensation insurance, automobile insurance, and <br />professional liability insurance. <br />(9) Indemnification. Consultant shall defend, indemnify and hold harmless <br />Client from and against damages, liability and costs (including reasonable <br />attorney fees) directly caused by the negligent actions or willful misconduct of <br />Consultant, its employees or agents. Consultant shall not be responsible for any <br />damages or liability resulting from the negligence or willful misconduct of Client, <br />its employees, consultants, or agents or any third party. <br />(10) Limitation of Liability. Client agrees that Consultant's total liability to Client <br />for any and all damages whatsoever arising out of or in any way related to this <br />Agreement from any cause, including but not limited to contract liability or <br />Consultant's negligence, errors, omissions, strict liability, breach of contract or <br />breach of warranty shall not, in the aggregate, exceed a factor of two times the <br />value of the contract. <br />In no event shall Consultant be liable for indirect, special, incidental, economic, <br />consequential or punitive damages, including but not limited to lost revenue, lost <br />profits, replacement goods, loss of technology rights or services, loss of data, or <br />interruption or loss of use of software or any portion thereof regardless of the <br />legal theory under which such damages are sought even if Consultant has been <br />advised of the likelihood of such damages, and notwithstanding any failure of <br />essential purpose of any limited remedy. <br />Any claim by Client against Consultant relating to this Agreement must be made <br />in writing and presented to Consultant within one (1) year after the date on which <br />Consultant completes performance of the services specified in this Agreement. <br />2 <br />