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WITH RESPECT TO ANY PRODUCTS OR SERVICES PROVIDED BY SUCH PARTY OR
OTHERWISE IN CONNECTION WITH THIS AGREEMENT.
10. Limitation of Liability.
IN NO EVENT WILL EITHER PARTY OR ITS EMPLOYEES, OFFICERS AND DIRECTORS BE
LIABLE TO THE OTHER PARTY FOR DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, COSTS, EXPENSES, OR LOSSES
(INCLUDING LOST PROFITS, LOST DATA, OR OPPORTUNITY COSTS), REGARDLESS OF
THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS,
WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR
OTHERWISE.
11. Confidential Information.
Any confidential or proprietary information disclosed by one party to the other party in connection
with this Agreement shall be governed by the Mutual Non-Disclosure Agreement entered into
between the parties and attached hereto as Exhibit B.
12. Relationship of Parties.
This Agreement shall not create an agency, partnership, joint venture, or any other form of legal
association, and neither party may represent itself as an agent, partner, or joint venture of the other or
otherwise incur any obligation or liability on behalf of the other party. Neither party may resell,
quote prices or fees, or otherwise negotiate business terms for the other party’s products or services
unless otherwise agreed to in a separate written agreement between the parties.
13. Assignment.
Neither party may assign its rights or delegate its duties under this Agreement, except to an affiliated
Company1 or to a successor in interest in the event of a sale of the business.
14. Entire Agreement.
This Agreement contains the entire understanding of the parties with respect to the transactions and
matters contemplated hereby, supersedes all previous communications, understandings and
agreements (whether oral or written), and cannot be amended except by a writing signed by both
parties.
15. E-mail Correspondence.
Company2 and Company1 may correspond, convey information and documentation, and transfer
Confidential Information via Internet e-mail unless Company1 expressly requests otherwise. Neither
party has control over the performance, reliability, availability, or security of Internet e-mail; and
therefore neither party shall be liable for any loss, damage, expense, harm, or inconvenience resulting
from the loss, delay, interception, corruption, or alteration of any Internet e-mail due to any reason
beyond that party’s reasonable control.
16. Governing Law; Dispute Resolution.
a. Governing Law. This Agreement will be governed and construed under Delaware law without
regard to its conflict of laws provisions.
b. Mediation. If either party has a dispute or claim against the other party (a “Claim”) that has not
been resolved informally by the parties, that party will provide a written description of the Claim
to the other party and both parties will make a good faith effort to resolve the Claim through non-
binding mediation in accordance with the International Institute for Conflict Prevention and
Resolution (“CPR”) Mediation procedure. Each party will bear its own costs in the mediation,
source: acc.com
