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Participant shall tender to NC HIE and NC HIE shall have received, certificates of insurance
<br /> evidencing the coverages and requirements specified in this Section 8 prior to the exercise by
<br /> Participant of any of the rights granted Participant under this Agreement.
<br /> 9. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY
<br /> APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NC HIE, REGARDLESS
<br /> OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT,
<br /> STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE
<br /> OR OTHERWISE, UNDER THIS AGREEMENT OR WITH RESPECT TO THE SERVICES,
<br /> SHALL BE LIMITED TO THE FEES PAID TO NC HIE BY PARTICIPANT DURING THE
<br /> TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF
<br /> THE EVENT(S) GIVING RISE TO THE APPLICABLE DEMAND(S) AND OR CLAIM(S).
<br /> NOTWITHSTANDING THE FOREGOING,NEITHER NC HIE NOR PARTICIPANT SHALL
<br /> HAVE ANY LIABILITY TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL,
<br /> INDIRECT OR PUNITIVE DAMAGES ARISING FROM THE COURSE OF SUCH
<br /> PARTY'S PERFORMANCE OF, OR OMISSION TO PERFORM, ITS OBLIGATIONS
<br /> PURSUANT TO THIS AGREEMENT.
<br /> 10. INDEMNITY.
<br /> (a) Participant shall to the extent permitted by North Carolina law protect,
<br /> defend, indemnify, and hold NC HIE, and NC HIE's officers, directors, agents, contractors, and
<br /> employees harmless from and against any and all third party claims, demands, actions, or suits
<br /> brought against NC HIE, and any and all losses, costs, reasonable expenses (including reasonable
<br /> attorneys' fees), damages, liabilities, recoveries and judgments of every nature or description
<br /> brought against NC HIE or any of the foregoing officers, directors, agents and employees of NC
<br /> HIE and arising out of(i) the performance by Participant of the obligations to be performed by it
<br /> hereunder, (ii) any breach by Participant of any representation or warranty made by it under this
<br /> Agreement, and (iii) any breach by Participant of its obligations, agreements or covenants under
<br /> this Agreement.
<br /> (b) NC HIE shall to the extent permitted by North Carolina law protect,
<br /> defend, indemnify, and hold Participant, and Participant's officers, directors, agents, contractors,
<br /> and employees harmless from and against any and all third party claims, demands, actions, or
<br /> suits brought against Participant, and any and all losses, costs, reasonable expenses (including
<br /> reasonable attorneys' fees), damages, liabilities, recoveries and judgments of every nature or
<br /> description brought against Participant or any of the foregoing officers, directors, agents and
<br /> employees of Participant and arising out of(i) the performance by NC HIE of the obligations to
<br /> be performed by it hereunder, (ii) any breach by NC HIE of any representation or warranty made
<br /> by it under this Agreement, and (iii) any breach by NC HIE of its obligations, agreements, or
<br /> covenants under this Agreement.
<br /> 11. SOFTWARE VENDOR INDEMNITY AND LIMITATION OF LIABILITY.
<br /> Subject to the terms and conditions of this Agreement, Participant and NC HIE hereby
<br /> agree that that NC HIE's software vendor obligations of indemnity and limitation of liability are
<br /> defined in Exhibit F and incorporated herein by reference
<br /> 12. NOTICES. Any and all notices required or permitted to be given hereunder shall
<br /> be sent to the recipient party at the address for such party as is reflected on the first page of this
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