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ANY AND ALL CAUSE OF ACTION SHALL NOT EXCEED THE GREATER OF (I) FIVE <br /> HUNDRED THOUSAND DOLLARS ($500,000) OR(II) THE AMOUNT PAID UNDER THIS <br /> AGREEMENT TO VE FOR ADMINISTRATIVE FEES IN THE 12 MONTH PERIOD <br /> IMMEDIATELY PRECE ING THE EVENT GIVING RISE TO THE CLAIM. <br /> 8.2.2 NOTWITHSTANDING THE FOREGOING, NO LIMITATION OR <br /> EXCLUSION OF ANY PARTIES' LIABILITY WILL APPLY WITH RESPECT TO ANY <br /> CLAIMS ARISING OUT OF OR RELATING TO THE WILLFUL MISCONDUCT OF A <br /> PARTY OR GROSS NEGLIGENCE OF A PARTY OR PROVIDER MALPRACTICE OR <br /> CLAIMS RELATING T• VIOLATIONS OF HIPAA OR ITS E-SECURITY RULE OR <br /> CLAIMS RELATED TO DATA BREACH. FURTHER, NO LIMITATION SET FORTH IN <br /> THIS SECTION 8.2 SHA L APPLY TO A PARTY'S OBLIGATION TO INDEMNIFY UNDER <br /> SECTION 8.1 OR LIA t ILITIES ARISING OUT OF A BREACH OF SECTION 10.12 <br /> (CONFIDENTIALITY) •R A BREACH OF THE BUSINESS ASSOCIATE AGREEMENT. <br /> FOR THE AVOIDANC: OF DOUBT, ANY FINES OR PENALTIES ASSESSED ON A <br /> PARTY UNDER APPLI SABLE LAW ARISING OUT OF THE OTHER PARTY'S BREACH <br /> OF THIS AGREEMENT ' RE DIRECT DAMAGES. <br /> 8.3 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS <br /> AGREEMENT, NEITHE' PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR <br /> IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF <br /> MERCHANTABILITY O' FITNESS FOR A PARTICULAR PURPOSE. <br /> 9. Term And Termination. <br /> 9.1 Term of Agreement. This Agreement shall commence on the Effective Date stated <br /> above, and shall continue until terminated pursuant to this Section 9 ("Term"). <br /> 9.2 Terminatioi by Employer. Employer may terminate this Agreement as follows: <br /> (a) In t e event Vera or Vera PC materially defaults in the performance of any <br /> duty or obligation impose upon it by this Agreement and such default continues for a period of <br /> thirty (30) days after writt n notice thereof has been given by Employer to Vera, Employer may <br /> terminate this Agreement ithout further notice. <br /> (b) In t e event of the filing of a petition in voluntary bankruptcy or an <br /> assignment for the benefit f creditors by Vera or Vera PC,or upon other action taken or suffered, <br /> voluntarily or involuntaril , under any federal or state law for the benefit of creditors of Vera or <br /> Vera P.C., except for the filing of a petition in involuntary bankruptcy against Vera which is <br /> dismissed within thirty(30) days thereafter. <br /> (c) Notwithstanding any of the foregoing,at any time after the first twelve(12) <br /> months of the Term, Employer may terminate this Agreement for any reason by providing Vera <br /> 12 <br />