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7. Nondisclosure. Through exercise of each party's rights under this Agreement,each party may be exposedto the
<br /> other party's technical, financial, business, marketing, planning, and other nformation and data, in written, oral,
<br /> electronic,magnetic,photographic and/or other forms,including but not limited' (i)oral and written communications of
<br /> one party with the officers and staff of the other party which are marked or identified as confidential or secretor similarly
<br /> marked or identified and(ii)other communications which a reasonable person would recognize from the surrounding
<br /> facts and circumstances to be confidential or secret("Confidential Information")and trade secrets.In recognition of the
<br /> other party's need to protect its legitimate business interests,each party hereby ovenants and agrees that it shall regard
<br /> and treat each item of information or data constituting a trade secret or Confidential Information of the other party as
<br /> strictly confidential and wholly owned by such other party and that it will not,without the express prior written consent of
<br /> the other party or except as required by law including the Public Records Act of the State of North Carolina,redistribute,
<br /> market,publish,disclose or divulge to any other person,firm or entity,or use of modify for use,directly or indirectly in
<br /> any way for any person or entity:(i)any of the other party's Confidential Info ation during the term of this Agreement
<br /> and for a period of three (3)years after the termination of this Agreement Or, if later, from the last date Services
<br /> (including any warranty work)are performed by the disclosing party hereunder;and(ii)any of the other party's trade
<br /> secrets at any time during which such information shall constitute a trade sec vt under applicable law. If NEOGOV
<br /> delivers,or grants access, to Customer any data or information NEOGOV c 3nsiders a trade secret or Confidential
<br /> Information it shall immediately notify Customer in writing of the delivery of o access to such data or information and
<br /> shall immediately notify Customer in writing that such trade secret or Confident Information should not be disclosed to
<br /> third parties if NEOGOV determines such data or information should not be disclosed
<br /> 8. Liability Limitations.
<br /> (a) If promptly notified in writing of any action brought against Customer based on a claim that NEOGOV's Services
<br /> infringe a United States patent, copyright or trademark right of a third p (except to the extent such claim or
<br /> infringement relates to any third party software incorporated into NEOGOV's a)plications),NEOGOV will defend such
<br /> action at its expense and will pay any and all fees,costs or damages that may finally awarded in such action orany
<br /> settlement resulting from such action(provided that Customer shall permit N OGOV to control the defense of such
<br /> action and shall not make any compromise,admission of liability or settlemen t or take any other action impairing the
<br /> defense of such claim withoutNEOGOV's prior written approval).
<br /> (b) Customer acknowledges and agrees:(i)that NEOGOV has no proprietary,financial,or other interest in the goods or
<br /> services that maybe described in or offered through Customer's web site;and(i)that except with respect to any material
<br /> supplied by NEOGOV,Customer is solely responsible(as between NEOGOV and Customer)for the content,quality,
<br /> performance,and all other aspects of the goods or services and the information or other content contained in or provided
<br /> through Customer's web site.
<br /> (c) OTHER THAN THOSE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT,NEOGOV
<br /> DOES NOT MAKE ANY WARRANTIES TO CUSTOMER OR ANY OTIF ER PERSON OR ENTITY,EITHER
<br /> EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF
<br /> MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR SE) WITH RESPECT TO THE
<br /> SERVICES PROVIDED HEREUNDER. NEOGOV SHALL NOT BE LIA BLE TO CUSTOMER OR TO ANY
<br /> OTHER PERSON OR ENTITY,UNDER ANY CIRCUMSTANCE ORDU TO ANY EVENT WHATSOEVER,
<br /> FOR CONSEQUENTIAL OR INDIRECT DAMAGES,INCLUDING, iTHOUT LIMITATION, LOSS OF
<br /> PROFIT,LOSS OF USE OR BUSINESS STOPPAGE.
<br /> (d) Under no circumstances shall NEOGOV's total liability to Customer or any other person,regardless ofthe nature of
<br /> the claim or form of action(whether arising in contract,tort,strict liability or otherwise),exceed the aggregate amount of
<br /> fees and revenue received by NEOGOV hereunder for the prior twelve(12)m�nth period;provided,however that the
<br /> foregoing limitations set forth in this Section 8(d)shall not apply to actions brought under 8(a)above or to any injury to
<br /> persons or damages to property arising out ofNEOGOV's gross negligence of willful,gross misconduct.
<br /> (e) NEOGOV shall release,defend,indemnify,and hold harmless Customer Born any and all third party claims for all
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