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<br />5.2 Either party may terminate this Agreement in the event the other party defaults in performance
<br />of any of its duties and obligations and the default is not cured within thirty (30) days after written
<br />notice is given to the defaulting party which specifies in reasonable detail the default in
<br />performance.
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<br />6. Additional Obligations of Client. As a condition precedent to the provision of the Services, Client
<br />shall perform those additional obligations listed in Addendum 2.
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<br />7. Indemnification.
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<br />7.1 Client shall indemnify, hold harmless and defend ACA Reporting Service, its officers, directors,
<br />shareholders and employees, from and against any and all liability, loss, damage, claim, causes
<br />of action, and expenses (including reasonable attorneys’ fees)(“Damages”) whether or not
<br />covered by insurance, caused or asserted to have been caused by, or arising out of, directly or
<br />indirectly, or as a result of the performance of any gross negligence or intentional misconduct by
<br />Client (and/or its agents, employees, officer and directors) under this Agreement or any
<br />information provided to ACA Reporting Service by Client or any agent, employee or contractor
<br />of Client.
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<br />7.2 Subject to the limitations set forth in Sections 3 and 8.1, ACA Reporting Service shall indemnify,
<br />hold harmless and defend Client, its officers, shareholders, directors and employees, from and
<br />against any and all Damages, whether or not covered by insurance, caused or asserted to have
<br />been caused, directly or indirectly, by or as a result of the performance of any gross negligence
<br />or intentional misconduct by ACA Reporting Service and/or its shareholders, agents, employees
<br />and/or subcontractors (other than Client) in the performance of its obligations under this
<br />Agreement.
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<br />8. Limitation of Liability.
<br />
<br />8.1 Notwithstanding anything in this Agreement to the contrary including any provision of the
<br />Business Associate Agreement between the parties, each party agrees that in no event will it seek
<br />to hold the other party liable for any Damages, claims for indemnity or contribution, or any claims
<br />for incidental, lost profits, consequential, or any similar damages related to the Services provided
<br />by ACA Reporting Service under this Agreement in excess of amount equal to the aggregate
<br />amount of fees paid by Client to ACA Reporting Service for this engagement in the twelve (12)
<br />months immediately preceding the date on which the precipitating event first occurred, even if
<br />such party has been advised of the possibility of such claims, losses, or damages. Further, it is
<br />agreed by both parties that the definition of fees paid to ACA Reporting Service will not include
<br />fees associated with postage and mailing of prepared IRS reporting forms, correction fees,
<br />additional consulting, or variable hour tracking.
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<br />9. General.
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<br />9.1 Notices. Any notice required or desired to be given in respect to this Agreement shall be deemed
<br />to be given upon the earlier of (i) actual delivery to the intended recipient or its agent delivered
<br />either by electronic mail to the appropriate employee of the party or by hand or by a nationally
<br />recognized overnight courier service, or (ii) upon the third business day following deposit in the
<br />United States mail, postage prepaid, certified or registered mail, return receipt requested. Any
<br />such notice shall be delivered to the respective addresses set out below, or to such other address
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