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5 <br />the services provided in Schedule A attached. <br />7) LIABILITIES AND DAMAGES: <br />Supplier shall not be responsible for any delay in processing or in the delivery of processed data caused by <br />strikes, walkouts, riot, war, governmental regulation, fire, equipment malfunction, communications line <br />failure, power failure, acts of God, or other causes beyond Supplier control. In the event any errors in the <br />processed data result from Supplier's performance hereunder, Supplier will correct such errors at its own <br />expense. <br />Supplier provides a database redundancy solution that allows for production database recovery at our <br />backup data center in the event of a failure or disaster at our primary data center. <br />Except as otherwise provided herein, it is expressly understood and agreed between Customer and Supplier <br />that the total liability, if any, of Supplier for errors and/or omissions in data shall be limited to the monthly <br />chazge for each specific service(s) in error to the Customer as provided herein. Except as otherwise <br />provided herein, Supplier and Customer expressly agree and understand that Supplier shall not be liable for <br />any special, consequential, exemplary or punitive damages for any act which occurs under or arises from <br />this AGREEMENT or its performance. <br />The Supplier is not an agent or employee of the Customer; it is understood and agreed that the Supplier is <br />an independent contractor. Supplier shall not be entitled to nor eligible for participation in any benefit <br />plan or privileges provided to Customers employees. <br />This agreement sets forth the entire understanding of the parties and supersedes any and all prior <br />agreements, arrangements and understanding related to the subject matter hereof. This agreement may <br />not be changed or terminated, except as provided for herein, and no waiver of compliance with any <br />provision or condition thereof with consent for herein shall be effective unless evidenced by and <br />instrument in writing duly executed by the parties hereto. <br />The failures of either party to exercise any right granted hereunder to insist upon strict compliance by the <br />other party with its respective obligations hereunder, and no custom or practice of the parties at variance <br />with the terms hereof, shall constitute a waiver of either party to require exact compliance with the terms <br />of the agreement hereof. <br />8) EXPIRATION AND TERMIl~IATION: <br />8.1) EXPIRATION: <br />The AGREEMENT shall expire at the end of the initial or any renewal term of this AGREEMENT, as <br />applicable, if either party gives ninety (90) days prior written notice to the other party, as set forth in section <br />1. <br />8.2) T'ERMQJATION FOR CAUSE: <br />In the event that either party breaches any of its material obligations under this AGREEMENT and such <br />1 West Harris Avenue LaGrange, I160525 800.888.6035 Fax 708.352.3177 www.cdpehs.com <br />Page 5 of 10 <br />