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<br /> 9.1 Termination Assistance. Following the expiration or early termination of this Agreement,Metavante shall provide Customer,
<br /> at Customers expense,all necessary assistance to facilitate the orderly transition of Services to Customer or Its designee(°Termination
<br /> Assistance'). As part of the Termination Assistance,Metavante shall assist Customer to develop a plan for the transition of all Services
<br /> then being performed by Metavante under this Agreement, from Metavante to Customer or its designee, on a reasonable schedule
<br /> developed jointly by Metavante and Customer. Prior to providing any Termination Assistance, Metavante shall deliver to Customer a
<br /> good faith estimate of all such Expenses and charges including charges for custom programming services. Customer understands and
<br /> agrees that ail Expenses and charges for Termination Assistance shall be computed in accordance with Metavante's then current
<br /> standard prices for such products, materials and services. Nothing contained herein shall obligate Customer to receive Termination
<br /> Assistance from Metavante.Metavante may withhold performance of its obligations under this Section in the event that Customer is In
<br /> default of any payment obligations under this Agreement.
<br /> 9.2 Continuation of Services. Unless Metavante terminates this Agreement for Customers default,upon at least ninety(90)
<br /> days'prior written request by Customer,Metavante shall continue to provide Customer all Services and the Effective Date of Termination
<br /> shall be extended for a maximum period of twelve(12)months. If Customer elects to receive the Services for such period,Metavante's
<br /> then current standard pricing shall continue to apply to the provislon and receipt of such Services.
<br /> 10. LIMITATION OF LIABILITYIMAXIMUM DAMAGES ALLOWED
<br /> 10.1 Equitable Relief. Either party may seek equitable remedies, Including injunctive relief, for a breach of the other party's
<br /> obligations under Section 13 of this Agreement.
<br /> 10,2 Exclusion of Incidental and Consequential Damages. Independent of,severable from,and to be enforced independently of
<br /> any other provision of this Agreement,NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY(NOR TO ANY PERSON CLAIMING
<br /> RIGHTS DERIVED FROM THE OTHER PARTY'S RiGHTS) IN CONTRACT, TORT, (INCLUDING NEGLIGENCE) OR OTHERWISE,
<br /> FOR INCIDENTAL,CONSEQUENTIAL,SPECIAL,PUNITIVE,OR EXEMPLARY DAMAGES OF ANY KIND--Including lost profits,loss of
<br /> business,or other economic damage,and further including injury to property,AS A RESULT OF OR RELATING TO THIS AGREEMENT
<br /> OR THE SERVICES,INCLUDING,WITHOUT LIMITATION,BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT,
<br /> OR ANY FAILURE OF PERFORMANCE, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS
<br /> ADVISED,HAD OTHER REASON TO KNOW,OR IN FACT KNEW OF THE POSSIBILITY THEREOF.
<br /> 10.3 Maximum Damages Allowed. Notwithstanding any other provision of this Agreement,and for any reason,including breach
<br /> of any dutyimposed by this Agreement or independent of this Agreement, and regardless of any claim in contract, tort (Including
<br /> negligence) or otherwise, neither party's total, aggregate liability under this Agreement shall ever exceed an amount equal to the
<br /> payments made to Metavante by Customer for the Service to which the claim relates during the three(3)months prior to the act or event
<br /> giving rise to such claim. With respect to Customer,this limitation of liability shall not apply to fees owed by Customer to Metavante or to
<br /> the Termination Fee as set forth in the Termination Fee Schedule.
<br /> 10.4 Tort Claim Waiver. In addition to and not in limitation of any other provision of this Section 10, but subject to Section
<br /> 11.3each party hereby knowingly,voluntarily, and intentionally waives any right to recover from the other party,and Customer waives
<br /> any right to recover from any Eligible Provider,any economic losses or damages in any action brought under tort theories, including,
<br /> misrepresentation,negligence and/or strict liability and/or relating to the quality or performance of any products or services provided by
<br /> Metavante. For purposes of this waiver, economic losses and damages Include monetary losses or damages caused by a defective
<br /> product or service except personal injury or damage to other tangible property. Even if remedies provided under this Agreement shall be
<br /> deemed to have failed of their essential purpose,neither party shall have any liability to the other party under tort theories for economic
<br /> losses or damages.
<br /> 10.5 Liquidated Damages. Customer acknowledges that Metavante shall suffer a material adverse impact an its business if this
<br /> Agreement is terminated prior to expiration of the Term,and that the resulting damages may not be susceptible of precise determination.
<br /> Customer acknowledges that the Termination Fee is a reasonable approximation of such damages and shall be deemed to be liquidated
<br /> damages and not a penalty.
<br /> 10.6 Essential Elements. Customer and Metavante acknowledge and agree that the limitations contained in this Section 10 are
<br /> essential to this Agreement,and that Customer and Metavante have expressly relied upon the inclusion of each and every provision of
<br /> this Section 10 as a condition to executing this Agreement.
<br /> 11. INSURANCE AND INDEMNITY
<br /> 11.1 Insurance. Metavante shall maintain for its own protection crime insurance coverage for its personnel;insurance coverage
<br /> for loss from fire,disaster or other causes contributing to interruption of normal services, reconstruction of data file media and related
<br /> processing costs; additional expenses incurred to continue operations; and business interruption to reimburse Metavante for losses
<br /> resulting from suspension of the Services due to physical loss of equipment, but Customer has not obligation to indemnify or defend
<br /> Metavante from or against any such claim to the extent resulting from Metavante's negligence, willful misconduct, violation of law or
<br /> violation of this Agreement.
<br /> 11.2 Indemnity of Metavante. Customer shall indemnify Metavante from,defend Metavante against,and pay any final judgments
<br /> awarded against Metavante,resulting from any claim brought by a Third Party against Metavante based on Metavante's performance of
<br /> the Services in compliance with Customer's specifications or instructions, or Metavante's use of trademarks or data supplied by
<br /> Customer to perform the Services,but Customer has no obligation to indemnify or defend Metavante from or against any such claim to
<br /> the extent resulting from Metavante's gross negligence,willful misconduct,violation of law or violation of this Agreement.
<br /> 11.3 Indemnity of Customer. Metavante shall indemnify, defend and hold harmless Customer, and its officers, employees,
<br /> directors,agents and shareholders,in their individual capacities or otherwise,from and against any and all losses asserted by any third
<br /> ©2010 Fidelity National information Services,Inc.and its subsidiaries,
<br /> 100453Evereit City of Payment Services Master Agreement(BSP B2C Services)-040411170 5
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