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<br />Rev. 101019
<br />will cooperate fully at Customer’s expense with Customer in the defense, settlement or compromise of any
<br />such action.
<br />13.4 The Indemnified Party(ies) shall provide written notice to the indemnifying party promptly after
<br />receiving notice of such Claim. If the defense of such Claim is materially prejudiced by a delay in providing
<br />such notice, the purported indemnifying party shall be relieved from providing such indemnity to the extent
<br />of the delay’s impact on the defense. The indemnifying party shall have sole control of the defense of any
<br />indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifying
<br />party shall not enter into any settlement which imposes any obligations or restrictions on the applicable
<br />Indemnified Parties without the prior written consent of the other party. The Indemnified Parties shall
<br />cooperate fully, at the indemnifying party’s request and expense, with the indemnifying party in the defense,
<br />settlement or compromise of any such action. The indemnified party may retain its own counsel at its own
<br />expense, subject to the indemnifying party’s rights above.
<br />
<br />14. LIMITATION OF LIABILITY
<br />14.1 EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, KRONOS AND ITS
<br />SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES OR INJURIES CAUSED BY THE USE OF
<br />THE SERVICES OR BY ANY ERRORS, DELAYS, INTERRUPTIONS IN TRANSMISSION, OR
<br />FAILURES OF THE SERVICES.
<br />14.2 EXCEPT FOR KRONOS’ INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13
<br />ABOVE, THE TOTAL AGGREGATE LIABILITY OF KRONOS OR KRONOS’ SUPPLIERS TO
<br />CUSTOMER AND/OR ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT SHALL BE
<br />LIMITED TO DIRECT DAMAGES PROVEN BY CUSTOMER, SUCH DIRECT DAMAGES NOT TO
<br />EXCEED AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS RECEIVED BY KRONOS FOR
<br />THE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE
<br />IN WHICH SUCH CLAIM ARISES.
<br />14.3 EXCEPT FOR KRONOS’ INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 13
<br />ABOVE, IN NO EVENT SHALL KRONOS OR KRONOS’ SUPPLIERS, THEIR RESPECTIVE
<br />AFFILIATES, SERVICE PROVIDERS, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD
<br />PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER INDIRECT
<br />DAMAGES OR FOR ANY LOST OR IMPUTED PROFITS OR REVENUES, LOST DATA OR COST OF
<br />PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM DELAYS, NONDELIVERIES,
<br />MISDELIVERIES OR SERVICES INTERRUPTION, HOWEVER CAUSED, ARISING FROM OR
<br />RELATED TO THE SERVICES OR THE AGREEMENT, REGARDLESS OF THE LEGAL THEORY
<br />UNDER WHICH SUCH LIABILITY IS ASSERTED, WHETHER BREACH OF WARRANTY,
<br />INDEMNIFICATION, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND WHETHER
<br />LIABILITY IS ASSERTED IN CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF
<br />WHETHER KRONOS OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH
<br />LIABILITY, LOSS OR DAMAGE.
<br />14.4 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS’ GROSS NEGLIGENCE
<br />OR WILLFUL MISCONDUCT, KRONOS DISCLAIMS ANY AND ALL LIABILITY, INCLUDING
<br />WITHOUT LIMITATION LIABILITY RELATED TO A BREACH OF DATA SECURITY AND
<br />CONFIDENTIALITY OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED
<br />HARMFUL PROGRAM (INCLUDING WITHOUT LIMITATION VIRUSES, TROJAN HORSES, AND
<br />WORMS), CUSTOMER’S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED
<br />ACCESS OF EQUIPMENT, SAAS APPLICATIONS OR SYSTEMS, OR MACHINE ERROR.
<br />
<br />15. CONFIDENTIAL INFORMATION
<br />15.1 Each Party shall protect the Confidential Information of the other Party with at least the same degree of
<br />care and confidentiality, but not less than a reasonable standard of care, which such Party utilizes for its own
<br />information of similar character that it does not wish disclosed to the public. Neither Party shall disclose to
<br />third parties the other Party’s Confidential Information, or use it for any purpose not explicitly authorized
<br />herein, without the prior written consent of the other Party. The obligation of confidentiality shall survive
<br />for five (5) years after the return of such Confidential Information to the disclosing party or five (5) years
<br />after the expiration or termination of the Agreement, whichever is later, as applicable. Notwithstanding
<br />anything herein to the contrary, each party acknowledges and agrees that all trade secrets shall be safeguarded
<br />by a receiving party as required by this Agreement for so long as such information remains a trade secret
<br />pursuant to applicable law.
<br />15.2 Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required:
<br />(a) to any subsidiary or affiliate of such Party, or (b) to any consultants, contractors, and counsel who have a
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