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<br />WCSR 33289183v5
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<br />9. Indemnity; Limitation of Liability
<br />9.1 Indemnity. Client shall to the extent provided by North Carolina law protect, defend, indemnify
<br />and hold LESI, its affiliates and their respective directors, officers, employees, and agents, and their
<br />respective successors and permitted assigns, harmless from any and all claims, actions, causes of action,
<br />liabilities, losses, damages, costs or expenses, including reasonable attorneys' fees, which result from any
<br />claim based upon or arising from (i) a material breach by Client of any of its express representations,
<br />warranties, covenants, agreements or obligations under the Agreement; (ii) any act or omission of Client
<br />in the interview, evaluation, employment decision or hiring/termination process related to any Applicant;
<br />and (iii) any act or omission of any Applicant (including, without limitation, claims arising under any
<br />theory of employer vicarious liability or respondeat superior).
<br />9.2 Limitation of Liability. LESI EXPRESSLY DISCLAIMS, AND CLIENT HEREBY
<br />EXPRESSLY WAIVES, ALL WARRANTIES EXPRESS OR IMPLIED RELATED TO THE
<br />SERVICES PROVIDED BY LESI UNDER THIS AGREEMENT. NEITHER LESI NOR ITS
<br />SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS OR REPRESENTATIVES SHALL HAVE
<br />ANY LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL,
<br />EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF IT HAS BEEN
<br />ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF
<br />LESI TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED
<br />TO THE AMOUNTS PAID TO LESI BY CLIENT UNDER THIS AGREEMENT. THE FEES HEREIN
<br />REFLECT, AND ARE SET IN RELIANCE UPON, THIS ALLOCATION OF RISK AND THE
<br />EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT.
<br />10. Force Majeure. Neither party shall be under any liability for any loss or for any failure to perform
<br />any obligation hereunder due to causes beyond its control including without limitation industrial disputes
<br />of whatever nature, power loss, telecommunications failure, acts of God, acts of terrorism, or any other
<br />cause beyond its reasonable control.
<br />11. General
<br />11.1 Validity. If any part of this Agreement is held to be illegal or unenforceable, the validity or
<br />enforceability of the remainder of this Agreement shall not be affected.
<br />11.2 Binding Agreement. This Agreement will be binding upon and inure to the benefit of the parties
<br />hereto, their respective successors and assigns. Client may not assign its rights or obligations under this
<br />Agreement without the prior written consent of LESI.
<br />11.3 No Waiver. The failure of a party to exercise any right or option given to it by, or to insist upon
<br />strict adherence to, the terms of this Agreement shall not constitute a waiver of any terms or conditions
<br />contained herein with respect to any such breach or any other or subsequent breach.
<br />11.4 Solicitation. Client shall not solicit the employment of any LESI personnel who has been directly
<br />involved in the development, sale, installation, or support of onlinePHQ® during the term of this
<br />Agreement and for a period of two (2) years from the termination of this Agreement.
<br />11.5 Notice. All notices hereunder shall be in writing and shall be deemed to have been duly given (i)
<br />when delivered personally, (ii) two (2) business days after delivery to a nationally recognized overnight
<br />delivery service, charges prepaid, (iii) three (3) days after being sent by registered or certified mail,
<br />DocuSign Envelope ID: CE11723F-4BB9-4722-9ABC-90069CC20D28
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