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<br />6.1. All liability arising under or relating to the subject matter of this Agreement, whether under theory
<br />of contract, tort (including negligence), or otherwise, shall be limited to direct damages. Neither
<br />party, including its officers, directors, employees, agents, representatives, and subcontractors,
<br />shall have any liability to the other party or to any third party for any incidental, punitive, indirect,
<br />special or consequential damages, including but not limited to lost profits, loss of data, cost of
<br />recreating lost data, interruption of business, or costs of procurement of substitute goods or
<br />services, even if advised of the possibility of such damages, whether under theory of warranty,
<br />contract, tort (including negligence), strict liability or otherwise. The aggregate liability of Farragut
<br />under any Statement of Work shall not exceed the total fees paid by Customer to Farragut with
<br />respect to the Statement of Work.
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<br />6.2. Farragut will carry and maintain throughout the period of this Agreement, at Farragut’s sole
<br />expense, insurance including specifically general liability and worker’s compensation insurance,
<br />to cover the obligations of Farragut set forth herein, or the acts of Farragut performed hereunder.
<br />Certificates of such insurance shall be furnished by Farragut to Customer within ten (10) business
<br />days after execution of this Agreement. Such certificates shall require the insurer issuing the
<br />underlying policy to provide Customer with a minimum of thirty (30) days notice prior to
<br />modification or cancellation of said policy. Farragut agrees that such insurance shall be primary,
<br />regardless of any other insurance coverage, which Customer may procure for its own benefit.
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<br />6.3. Customer is responsible for assuring and maintaining the backup of all Customer data, software
<br />and network systems. UNDER NO CIRCUMSTANCES WILL FARRAGUT BE LIABLE TO
<br />CUSTOMER OR ANY THIRD PARTY FOR THE LOSS OF, CORRUPTION OF, OR DAMAGE
<br />TO CUSTOMER DATA, SOFTWARE OR NETWORK SYSTEMS.
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<br />6.4. The allocations of liability in this Section represent the agreed and bargained-for understanding
<br />of the parties and Farragut’s compensation for the Services reflects such allocations.
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<br />7. Dispute Resolution
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<br />7.1. The parties agree to attempt to resolve any controversy, claim or dispute (“Dispute”) arising out
<br />of or relating to this Agreement by means of good faith discussion and negotiation. In the event
<br />that a Dispute cannot be resolved at the project level, then designated senior executives of the
<br />parties shall meet and enter into further good faith settlement negotiations. If such senior
<br />executives cannot resolve the Dispute within sixty (60) days, then, either party may initiate a law
<br />suit exclusively in a state or federal court located in Durham County.
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<br />7.2. This Agreement shall be interpreted, construed, and governed by the laws of the State of North
<br />Carolina, without regard to conflict of law provisions.
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<br />8. Miscellaneous
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<br />8.1. During the term of this Agreement and for a period of one (1) year following the termination or
<br />expiration of this Agreement for any reason, neither party shall employ nor offer or seek to employ,
<br />either directly or indirectly, any person who, at that time or within the last six (6) months, was
<br />either employed by or engaged as an independent contractor by the other party and was involved
<br />in the delivery or receipt of services under this Agreement.
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<br />8.2. The parties are and intend to be independent contractors with respect to the services
<br />contemplated hereunder. Farragut agrees that neither it nor its employees or contractors shall be
<br />considered as having an employee status with Customer or having any claim to employee
<br />benefits of any kind offered by Customer. All persons employed by Farragut to perform Services
<br />shall be subject to the exclusive direction and control of Farragut. No form of joint employer, joint
<br />venture, partnership, or similar relationship between the parties is intended or hereby created.
<br />DocuSign Envelope ID: 7DCC2B8A-E44C-4172-BF52-8A8B6D647BED
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