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<br />d. Procedure. If one party herein (the “Indemnitee”) receives any notice of a claim or other allegation with
<br />respect to which the other party (the “Indemnitor”) has an obligation of indemnity hereunder, then the
<br />Indemnitee will, within 15 days of receipt of such notice, give the Indemnitor written notice of such claim or
<br />allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee
<br />will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the
<br />Indemnitor or as necessary to comply with this procedure. The Indemnitee will not make any admission of liability
<br />or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall
<br />immediately assume the full control of the defense or settlement of such claim or allegation, including the
<br />selection and employment of counsel, and shall pay all authorized costs and expenses of such defense. The
<br />Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The
<br />Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or
<br />settlement of the claim. The Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee,
<br />except to the extent authorized by the Indemnitor or pursuant to this procedure.
<br />
<br />9 NONDISCLOSURE. All Confidential Information (as defined below) disclosed hereunder will remain the
<br />exclusive and confidential property of the disclosing party. The receiving party will not disclose the Confidential
<br />Information of the disclosing party and will use at least the same degree of care, discretion and diligence in
<br />protecting the Confidential Information of the disclosing party as it uses with respect to its own confidential
<br />information, but in no case less than reasonable care. The receiving party will limit access to Confidential
<br />Information to its affiliates, employees and authorized representatives with a need to know and will instruct them
<br />to keep such information confidential. SSG may disclose Client’s Confidential Information on a need to know basis
<br />to its subcontractors who are providing all or part of the Services. SSG may use Client’s Confidential Information
<br />solely as provided for under Agreement. Notwithstanding the foregoing, the receiving party may disclose
<br />Confidential Information of the disclosing party (a) to the extent necessary to comply with any law, rule, regulation
<br />or ruling applicable to it, and (b) as required to respond to any summons or subpoena or in connection with any
<br />litigation, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the
<br />extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to
<br />contest the disclosure. Upon the request of the disclosing party, the receiving party will return or destroy all
<br />Confidential Information of the disclosing party that is in its possession. Notwithstanding the foregoing, SSG may
<br />retain information for regulatory purposes or in back-up files, provided that SSG’s confidentiality obligations
<br />hereunder continue to apply. For purposes of this Section, “Confidential Information” means information
<br />designated as confidential in writing or information which ought to be in good faith considered confidential and
<br />proprietary to the disclosing party. Confidential Information of SSG and/or its licensors includes but is not limited
<br />to the terms and conditions (but not the existence) of the Agreement, all trade secrets, software, source code,
<br />object code, specifications, documentation, business plans, Client lists and Client-related information, financial
<br />information, auditors reports of any nature, proposals, as well as results of testing and benchmarking of the
<br />Services, product roadmap, data and other information of SSG and its licensors relating to or embodied in the
<br />Services. Information will not be considered Confidential Information to the extent, but only to the extent, that
<br />the receiving party can establish that such information (i) is or becomes generally known or available to the public
<br />through no fault of the receiving party; (ii) was in the receiving party's possession before receipt from the disclosing
<br />party; (iii) is lawfully obtained from a third party who has the right to make such disclosure on a non-confidential
<br />basis; or (iv) has been independently developed by one party without reference to any Confidential Information
<br />of the other. The obligations of SSG set forth in this Section 9 will not apply to any suggestions and feedback for
<br />product or service improvement, correction, or modification provided by Client in connection with any present or
<br />future SSG product or service, and, accordingly, neither SSG nor any of its clients or business partners will have
<br />any obligation or liability to Client with respect to any use or disclosure of such information.
<br />10 LIMITATION OF LIABILITY. Notwithstanding anything to the contrary contained in this Agreement, any
<br />Order Form, SOW, or other exhibits and attachments, SSG’s total liability for any and all damages may not exceed:
<br />(i) with respect to the SaaS Services, the fees (excluding implementation or other Professional Services fees) paid
<br />by Client for the twelve (12) month period preceding the action or event giving rise to the liability or (ii) with
<br />respect to the Professional Services, the total fees received by SSG from Client for the Professional Services under
<br />DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7
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