Orange County NC Website
Browse       Search
7 <br /> Consultant bears no obligation or liability related to or resultant from the warranties or <br /> representations, if any, applicable to any of the Third-Party Products (including, without <br /> limitation, their respective specifications). THE WARRANTY SET FORTH IN SECTION 6(A) IS <br /> THE ONLY WARRANTY MADE BY THE CONSULTANT HEREUNDER. THE CONSULTANT HEREBY <br /> DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT <br /> NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY,SATISFACTORY QUALITY, FITNESS FOR <br /> A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. <br /> 7. Limitation on Liability. UNDER NO CIRCUMSTANCE SHALL THE CONSULTANT'S LIABILITY ARISING OUT <br /> OF OR IN CONNECTION WITH ANY ORDER OR OTHER AGREEMENT BETWEEN THE CONSULTANT AND <br /> THE CUSTOMER OR THE CONSULTANT'S PERFORMANCE OR ASSERTED FAILURE TO PERFORM <br /> HEREUNDER, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE <br /> AGGREGATE CONSULTING FEES PAID HEREUNDER. IN NO EVENT SHALL THE CONSULTANT BE LIABLE <br /> FOR SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES, <br /> INCLUDING. WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE OR GOODWILL, <br /> WHETHER OR NOT THE CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. This <br /> limitation of liability represents an allocation of risks between the Customer and the Consultant, <br /> which allocation is reflected in the purchase price for the Products. The Customer acknowledges that <br /> the amount of the Consulting Fees reflects and incorporates the disclaimer of warranties and <br /> limitation of liability and remedies set forth herein (without which the Consulting Fees would have <br /> been substantially higher). Further, without limitation upon the generality of any other provision <br /> hereof,the liabilities of the Customer shall be limited to the refund of the Consulting Fees. <br /> 8. Indemnification. The Customer shall indemnify, defend, and hold the Consultant and its members <br /> and employees harmless from and against all claims and losses arising out of or relating to the <br /> Consultant's performance of its obligations under this Agreement; provided, however, that the <br /> Customer's obligations under this Section 8 shall not apply to the extent that any loss is the direct <br /> result of(i)the gross negligence or willful misconduct of Consultant, (ii) the failure of the Consultant <br /> to perform under, or its breach of,this Agreement or(iii)the failure of Consultant to comply with any <br /> applicable law. The Consultant will provide the Customer with all reasonable information and <br /> assistance to settle or defend the claim, and the Customer shall not, without the approval of the <br /> Consultant, consent to the entry of any judgment or effect any settlement of any pending or <br /> threatened proceeding without the consent of the Consultant. <br /> 9. Insurance. The Consultant will maintain general liability insurance in the amounts shown in Exhibit D <br /> of this agreement. <br /> 10. Miscellaneous. <br /> a. Entire Agreement; Waiver; Amendment. This Agreement, including any appendices hereto, <br /> constitutes the entire agreement between the Parties with respect to the subject matter <br /> hereof,and supersedes all other prior agreements or undertakings with respect to the subject <br /> matter hereof, both written and oral. No delay or failure on the part of any Party in the <br /> exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single <br /> or partial exercise by any of them of any right, power or remedy preclude other or further <br /> exercise thereof, or the exercise of any other right, power or remedy. No amendment, <br /> modification or waiver of, or consent with respect to,any provision of this Agreement shall in <br /> any event be effective unless the same shall be in writing and signed by and delivered to the <br /> Page 5 of 19 <br />