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12. LIMITATION ON LIABILITY
<br />In no event will Civic's liability exceed the license fees, services, and support fees paid to date by the Customer to Civic.
<br />This limitation of liability is intended to apply to the full extent allowed by law, regardless of the grounds or nature of any
<br />claim asserted, including the negligence of either party. In no event shall either party be liable for ANY lost profits, LOST
<br />Business opportunity, lost data, consequential, special, incidental, exemplary or punitive damages arising out of or related to
<br />this Agreement.
<br />Customer will indemnify Civic, its parent company (Baker Tilly) and their present or former partners, principals, employees,
<br />officers and agents against all costs, fees, expenses, damages and liabilities (including attorney's fees and all defense costs)
<br />associated with any third -party claim, relating to or arising as a result of the Services of this Agreement.
<br />In the event Civic is requested by the Customer; or required by government regulation, subpoena, or other legal process to
<br />produce its engagement working papers or its personnel as witnesses with respect to its Services rendered for the Customer,
<br />so long as Civic is not a party to the proceeding in which the information is sought, Customer will reimburse Civic for its
<br />professional time and expenses, as well as the fees and legal expenses, incurred in responding to such a request.
<br />Civic will indemnify Customer against any damage or expense relating to bodily injury or death of any person or tangible
<br />damage to real and/or personal property incurred while Civic is performing the Services to the extent such damage is caused
<br />solely by the negligent acts or willful misconduct of Civic's personnel or agents in performing the Services.
<br />Customer accepts and acknowledges that any legal proceedings arising from or in connection with the services provided
<br />under this Agreement must be commenced within twelve (12) months after the performance of the Services for which the
<br />action is brought, without consideration as to the time of discovery of any claim.
<br />13. DEFAULT
<br />In the event of payment default by client, Civic shall be entitled to collect interest and collection costs, including court costs
<br />and reasonable attorney fees. In the event of default by the Customer in any term or condition herein, Civic may, at its
<br />option, refuse service or terminate its obligations under this Agreement.
<br />14. FORCE MAJEURE
<br />In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this
<br />Agreement due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act,
<br />exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection,
<br />inability to obtain labor, materials, equipment, transportation or energy sufficient to meet needs, or any other cause beyond
<br />the reasonable control of the party invoking this provision ("Force Majeure Event"), and if such party shall have used
<br />reasonable efforts to avoid such occurrence and minimize its duration and has given prompt written notice to the other party,
<br />then the affected party's failure to perform shall be excused and the period of performance shall be deemed extended to
<br />reflect such delay as agreed upon by the parties.
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