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REV: 06-22-2021 MI <br />B.RWC understands and agrees that, in connection with this Agreement, RWC may have <br />access to proprietary and/or confidential information, which may be owned or <br />controlled by CUSTOMER, the disclosure of which to third parties may be damaging <br />to CUSTOMER, its employees or customers/residents. RWC also understands and <br />agrees that the disclosure of such information may violate state and/or federal law and <br />may subject RWC to civil liability. Consequently, RWC agrees that all information <br />disclosed by CUSTOMER to RWC shall only be used in the performance of this <br />Agreement, unless disclosure is required by law or court order. RWC shall exercise <br />the same standard of care to protect such information as is used to protect its own <br />proprietary and/or confidential information and in no case less than a reasonable <br />standard of care. On Agreement termination, RWC must return to CUSTOMER or <br />destroy and erase all originals and copies of documents, materials and other <br />embodiments in any medium that contain or are based on CUSTOMER confidential <br />information from all systems RWC uses or controls, including any deliverables <br />returned to RWC by CUSTOMER. The provisions of this paragraph shall survive the <br />termination or expiration of this Agreement. <br />C.Any subcontract entered into as a result of this Agreement must contain all of the <br />foregoing provisions related to disclosure of information. <br />8. LIMITATION OF LIABILITY. <br />NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE GTC OR SERVICES ORDERS, IN NO <br />EVENT WILL RWC BE LIABLE FOR ANY DAMAGES WHATSOEVER FOR LOST PROFITS, LOST <br />REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, THE COST <br />OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, <br />CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE <br />OR FAILURE TO PERFORM UNDER ANY SERVICES ORDER. FURTHER, RWC WILL HAVE NO <br />LIABILITY FOR ANY CLAIM AGAINST CUSTOMER BY A THIRD PARTY IN CONNECTION WITH OR <br />FOR RESPONDING TO EMERGENCY 911 OR OTHER EMERGENCY REFERRAL CALLS. RWC <br />WILL HAVE NO RESPONSIBILITY FOR THE SERVICE QUALITY OR SERVICE OUTAGES (I) <br />CAUSED BY OR CONTRIBUTED TO, DIRECTLY OR INDIRECTLY, BY ANY ACT OR OMISSION OF <br />CUSTOMER AND/OR ITS AFFILIATES, AGENTS OR REPRESENTATIVES; (II) DUE TO POWER <br />FAILURES (III) DUE TO INTERNET OUTAGES; (III) CAUSED BY THE FAILURE OR MALFUNCTION <br />OF NON-RWC EQUIPMENT OR SYSTEMS; OR (IV) DUE TO CIRCUMSTANCES OR CAUSES <br />BEYOND THE CONTROL OF RWC OR ITS AGENTS. NOTWITHSTANDING ANYTHING TO THE <br />CONTRARY IN THE GTC OR SERVICES ORDERS, RWC’S TOTAL CUMULATIVE LIABILITY TO <br />CUSTOMER HEREUNDER WILL BE LIMITED TO THE ACTUAL FEES PAID BY CUSTOMER TO <br />RWC DURING THE PRECEDING TWELVE (12) MONTHS. <br />9. Compliance with Law. <br />All services rendered hereunder by RWC will be provided in accordance with all ordinances, resolutions, <br />ATTY/AGR.2021.148/Redwood CIty (Page 3 of 8)