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used by Participant, its Participating Entities, or its Authorized Users. Without limiting the <br /> classification of other types of damages, damages arising from breaches of indemnification, <br /> confidentiality, insurance, or data privacy and security obligations are expressly agreed to be direct <br /> damages. <br /> a. Damages Subject to Complete Limitation of Liability. NEITHER PARTY SHALL HAVE ANY LIABILITY <br /> TO THE OTHER PARTY, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, SPECIAL, EXEMPLARY, <br /> CONSEQUENTIAL, INCIDENTAL,OR PUNITIVE DAMAGES WHETHER ARISING IN CONTRACT,TORT, <br /> OR UNDER ANY OTHER THEORY, REGARDLESS OF WHETHER A PARTY HAS BEEN NOTIFIED OF THE <br /> POSSIBILITY FOR SUCH DAMAGES. N3CN SHALL HAVE NO LIABILITY TO PARTICIPANT OR TO ANY <br /> THIRD PARTY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR RELATED TO PARTICIPANT'S <br /> FAILURE TO PROVIDE THE DATA REQUIRED IN THE FORMAT REQUIRED BYTHIS AGREEMENT. <br /> b. Damages Not Subject to Limitation of Liability. NEITHER PARTY SHALL CLAIM ANY EXCLUSION <br /> OR LIMITATION OF LIABILITY RELATED TO ITS INDEMNIFICATION AND CONFIDENTIALITY <br /> OBLIGATIONS,OR TO DAMAGES RESULTING FROM THAT PARTY'S,ITS REPRESENTATIVES',OR ITS <br /> AUTHORIZED USERS'ACTS OR OMISSIONS THAT RESULT IN OR ALLOW A DATA BREACH. <br /> c. Damages Subject to a Cap. THE PARTIES AGREE TO LIMIT THEIR LIABILITY TOWARD THE OTHER <br /> FOR OTHER DIRECT DAMAGES TO THE AMOUNT OF INSURANCE COVERAGE MAINTAINED BY THE <br /> INSURED PARTY,OR THE AMOUNT OF INSURANCE REQUIRED BY STATUTE OR THIS AGREEMENT, <br /> WHICHEVER IS GREATER, FOR THE TYPE OF DAMAGE SUSTAINED. NOTWITHSTANDING THE <br /> FOREGOING, IN THE EVENT A PARTY DROPS OR LOWERS OR FAILS TO OBTAIN INSURANCE <br /> COVERAGE OTHER THAN AS AGREED TO IN WRITING BETWEEN THE PARTIES, THOSE DIRECT <br /> DAMAGES WILL NOT BE SUBJECT TO ANY CAP. <br /> d. Acts of Other Participants. Neither Party to this Agreement shall be responsible to the other for <br /> any claims, demands, expenses, costs, damages, liabilities, or losses, including reasonable <br /> attorney fees (collectively "Claims"), which may arlse from any acts or failures to act by other <br /> participants or any persons acting for or on behalf of another participant. Participant shall hold <br /> N3CN harmless against all Claims arising from or relating to the acts or omissions of its Authorized <br /> Users and any person who uses the security credentials of one of those Authorized Users,whether <br /> lawfully or unlawfully. N3CN shall hold Participant harmless against all Claims arising from or <br /> relating to the acts or omissions of its Authorized Users and any person who uses the security <br /> credentials of one of those Authorized Users,whether lawfully or unlawfUlly. <br /> e. Patient Care. Participant and Participant's Authorized Users are solely responsible for all <br /> decisions and actions taken or not taken involving patient care, utilization management, and <br /> quality management of Individuals resulting from or in any way related to the use of the Data <br /> Platform or the Data. Neither Participant nor any of their Authorized Users shall have any <br /> recourse against N3CN for any Claim made by or on behalf of any Enrollee or other patient,and <br /> Participant, on behalf of itself, its Representatives, and its Authorized Users hereby irrevocably <br /> waives any and all Claims against N3CN, whether now existing or hereafter accruing, relating to <br /> or resulting from Participant's or its Authorized Users'use or misuse of the Data Platform or the <br /> Data. <br /> Page 16 of 21 <br />