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DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B
<br /> 7. Copyright for Consultant's Proprietary Software. To the extent that the Services provided by
<br /> Consultant are generated by Consultant's proprietary software,nothing contained herein is intended
<br /> nor shall it be construed to require Consultant to provide such software to Client. Client agrees that
<br /> it has no claims of ownership, including copyright, patents or other intellectual property rights to
<br /> Consultant's software. Nothing in this Agreement shall be construed to grant Client any rights to
<br /> Consultant's materials created prior to the execution of this Agreement. All of the deliverables
<br /> under this Agreement are specifically set out in Exhibit A.
<br /> 8. Insurance. Consultant shall maintain customary general liability insurance in the amounts of
<br /> $1,000,000 per occurrence / $2,000,000 annual aggregate, workers' compensation insurance
<br /> including employer's liability in the amount of$1,000,000, automobile liability insurance in the
<br /> amount of$1,000,000, and professional liability insurance in the amount of$1,000,000.
<br /> 9. Indemnification. To the extent allowed by law, Consultant shall defend, indemnify and hold
<br /> hat Iiless the Client from and against any and all third-party claims and resulting proven direct
<br /> damages, liabilities and costs (including reasonable attorneys' fees) to the extent proximately
<br /> caused by the negligent actions or willful misconduct of Consultant, its employees or agents.
<br /> Consultant shall not be responsible for any damages, liabilities or costs resulting from the
<br /> negligence or willful misconduct of the Client, its employees, consultants, or agents or any third
<br /> party.
<br /> 10. Limitation of Liability. Client agrees that Consultant's total liability to Client for any and all
<br /> damages whatsoever arising out of, or in any way related to, this Agreement from any cause,
<br /> including but not limited to negligence, errors, omissions, strict liability, breach of contract or
<br /> breach of warranty shall not, in the aggregate, exceed$27,900.00.
<br /> In no event shall Consultant be liable for indirect, special, incidental, economic, consequential or
<br /> punitive damages, including but not limited to lost revenue, lost profits,replacement goods,loss of
<br /> technology rights or services, loss of data, or interruption or loss of use of software or any portion
<br /> thereof regardless of the legal theory under which such damages are sought even if Consultant has
<br /> been advised of the likelihood of such damages, and notwithstanding any failure of essential
<br /> purpose of any limited remedy.
<br /> Any claim by Client against Consultant relating to this Agreement must be made in writing and
<br /> presented to Consultant within one (1) year after the date on which Consultant completes
<br /> performance of the Services specified in this Agreement.
<br /> 11. Consultant Liability if Audited. Consultant shall,upon notice of audit,make work papers and other
<br /> records available to the auditors. Consultant's sole responsibility under an audit shall be to provide
<br /> reasonable assistance to Client through the audit and to make changes to the work product required
<br /> as a result of the audit. Consultant shall not be liable for any audit disallowances or any missed or
<br /> lost revenue associated with, or related to, the Services,regardless of cause.
<br /> 12. Notices. Any notice of default, in accordance with section 4(a) of this Agreement, shall be
<br /> delivered by certified mail or overnight courier. Any other notices, bills, invoices, or reports
<br /> required by this Agreement shall be sufficient if sent by the parties via email or in the United States
<br /> mail,postage paid, to the address noted below:
<br /> MAXIMUS Professional Consulting Services Agreement—last updated November 21,2016
<br /> Proprietary&Confidential Page 2 of 6
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