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DocuSign Envelope ID: 137AC14B-6250-4081-9084-0BF0B086A047
<br /> Ms. Laurie Paolicelli
<br /> June 3, 2016
<br /> Page 12 of 13
<br /> losses, damages, claims, liabilities, costs, and expenses (including, without limitation, legal fees and
<br /> expenses) which may be asserted, brought against, paid or incurred by any of them at any time in any
<br /> way arising out of or relating to CSL's services, except for provision 5 and/or to the extent it is finally
<br /> judicially determined that such losses have resulted from the willful misconduct of the Client.
<br /> 7. Limitation on Damages. CSL, its members, principals, and employees shall not be liable to the
<br /> Client for any losses, damages, claims, liabilities, costs, or expenses in any way arising out of or
<br /> relating to this engagement for an aggregate amount in excess of the Fees paid by the Client to CSL
<br /> for its services. In no event shall CSL, its members, principals, or employees be liable for
<br /> consequential, special, indirect, incidental, punitive, or exemplary loss, damage, cost, or expense
<br /> (including, without limitation, lost profits and opportunity costs). The provisions of Section 6 and this
<br /> Section 7 shall apply regardless of the form of action, whether in contract, statute, tort (including,
<br /> without limitation, negligence), or otherwise, and shall survive the completion or termination of this
<br /> engagement. The Client, its members, principals, and employees shall not be liable to CSL for any
<br /> losses, damages, claims, liabilities, costs, or expenses in any way arising out of or relating to this
<br /> engagement for an aggregate amount in excess of the Fees paid by the Client to CSL for its services.
<br /> In no event shall the Client, its members, principals, or employees be liable for consequential, special,
<br /> indirect, incidental, punitive, or exemplary loss, damage, cost, or expense (including, without
<br /> limitation, lost profits and opportunity costs). The provisions of Section 6 and this Section 7 shall apply
<br /> regardless of the form of action, whether in contract, statute, tort (including, without limitation,
<br /> negligence), or otherwise, and shall survive the completion or termination of this engagement.
<br /> 8. Subsequent Work. CSL, by reason of the performance of its services, is not required to furnish
<br /> additional work or services, or to give testimony, or to be in attendance in court with reference to the
<br /> assets, properties, or business interests in question. CSL will have no responsibility to update any
<br /> report, analysis, or other document relating to its services for any events or circumstances occurring
<br /> subsequent to the date of such report, analysis, or other document.
<br /> 9. Cooperation. The Client shall cooperate with CSL in connection with the performance of its
<br /> services, including providing CSL with reasonable and timely access to the Client's information, data,
<br /> and personnel.
<br /> 10. Non-Exclusivity. Nothing in this report, including these Terms and Conditions, shall be
<br /> construed as precluding or limiting in any way the right of CSL to provide consulting or other services
<br /> of any kind or nature whatsoever to any person or entity as CSL in its sole discretion deems
<br /> appropriate.
<br /> 11. Force Majeure. CSL shall not be liable for any delays or failures to perform its services resulting
<br /> from circumstances or causes beyond its reasonable control, including, without limitation, fire or other
<br /> casualty, act of God, strike or labor dispute, war, or other violence, or any law, order, or requirement
<br /> of any governmental agency or authority.
<br /> 12. Independent Contractor. CSL is an independent contractor and not an employee, agent or
<br /> partner of Client. CSL is not authorized directly or indirectly to represent to any person that
<br /> Consultant has the authority to bind the Client to any agreement or course of conduct. However, CSL
<br /> shall have the right to use subcontractors, as necessary.
<br /> 13. Inconsistencies. In the event of any conflict or inconsistency between the provisions set forth in
<br /> the Letter and these Terms and Conditions, the provisions of these Terms and Conditions shall govern.
<br /> 14. Complete Agreement. The Letter, including these Terms and Conditions, constitutes the entire
<br /> agreement between the Client and CSL with respect to the subject matter thereof and hereof, and
<br /> supersedes all other oral or written representations, understandings, and agreements between the
<br /> Client and CSL relating to the subject matter thereof and hereof. The Letter, including these Terms
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