6.
6.1
6.2
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copyrights thereto. Customer promises and agrees not
to disclose or otherwise make such Material available
to any persons other than employees of Customer
required to have such knowledge for normal use of the
System and Customer agrees to obligate each
employee to a level of care sufficient to protect against
such disclosure. These obligations of Customer shall
survive the termination or expiration of this Agreement
and the Master License Agreement.
LIMITED WARRANTY:
CSC warrants to Customer that the Services, as and
when delivered or rendered hereunder, will conform to
the description set forth in the applicable Work Order.
CSC's sole liability under the foregoing warranty shall
be to provide conforming services pursuant to Section
6.2 hereof. THE ABOVE WARRANTY IS IN
LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS, AND FITNESS
FOR A PARTICULAR PURPOSE,
Customer shall notify CSC in writing within thirty (30)
days after completion of the Services in question when
any of the Services fail to conform to the description
set forth in the applicable Work Order. Such
notification shall include the detailed information
necessary for CSC to verify such nonconformity.
Upon actual receipt of such notification and
verification of the nonconformity, CSC shall correct
the nonconformity se that the Services shall
substantially conform with the agreed description in
the applicable Work Order. Customer agrees to pay
CSC for all personnel time and expenses incurred in
investigating reported nonconformities when the
aileged nonconformities are not discovered. The
passage of the thirty (30) day period after completion
of the Services without the notification described
herein shall constitute final acceptance of the Services.
LIMITATION OF LIABILITY:
CSC'S LIABILITY ON ANY CLAIM, LOSS OR
LIABILITY ARISING OUT OF, OR
CONNECTED WITH THIS AGREEMENT, THE
SERVICES OR USE OF THE PRODUCT OF
ANY SERVICES FURNISHED HEREUNDER,
SHALL IN ALL, CASES BE LIMITED SOLELY
TO CORRECTION OF NONCONFORMITIES
WHICH DO NOT SUBSTANTIALLY CONFORM
WITH THE AGREED DESCRIPTION OF
SERVICES IN A WORK ORDER.
IF FOR ANY REASON CSC IS UNABLE OR
FAILS TO CORRECT NONCONFORMITIES AS
PROVIDED, CSC'S LIABILITY FOR DAMAGES
ARISING OUT OF ANY WORK ORDER FOR
SUCH FAILURE, WHETHER IN CONTRACT
OR TORT (NCLUDING NEGLIGENCE), LAW
OR EQUITY, SHALL NOT EXCEED THE
City of Nashua MSA 062402 STE final
RISKMASTER ~ Steve Evers
73
&.
AMOUNTS PAID BY CUSTOMER FOR THAT
PORTION OF THE SERVICES WHICH FAIL
TO CONFORM.
EVEN IF A PARTY’S EXCLUSIVE REMEDIES
FAIL OF THEIR ESSENTIAL PURPOSES,
NEITHER PARTY SHALL EVER BE LIABLE
UNDER THIS AGREEMENT TO THE OTHER
PARTY FOR LOST PROFITS, INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES IN ANY NATURE THEREOF, AND
WHETHER OR NOT THE POSSIBILITY OF
SUCH DAMAGES HAS BEEN DISCLOSED TO A
PARTY IN ADVANCE OR COULD HAVE BEEN
REASONABLY FORESEEN BY A PARTY, OR
FOR ANY CLAIM OR DAMAGE ASSERTED BY
ANY THIRD PARTY. THE PRECEDING
LIMITATION ON CONSEQUENTIAL,
INCIDENTAL AND SPECIAL DAMAGES,
SHALL NOT BE CONSTRUED AS A
LIMITATION ON EITHER PARTY’S
LIABILITY FOR DAMAGES ARISING OUT OF
A BREACH OF THE OTHER PARTY’S
OBLIGATION TO PROTECT A PARTY’S
CONFIDENTIAL INFORMATION AND TRADE
SECRETS.
FORCE MAJEURE:
CSC shall not be liable or deemed to be in default for any
delay or failure in performance under this Agreement or
interruption of service resulting, directly or indirectly, from
acts of God, civil or military authority, labor disputes,
shortages
of suitable parts, materials, labor or
transportation, or any similar cause beyond CSC’s
reasonable control.
9.
9.4
10.
11.
TERMINATION;
Hither party may at any time terminate a Work Order
for material breach by the other party which is not
cured within 30 days from the receipt by the party in
breach of a written notice from the other specifying the
breach in detail. In the event of such termination by
Customer, Customer shall promptly reimburse CSC for
all out-of-pocket expenses incurred by CSC asa result
of said Work Order, and in addition shall pay CSC for
all Services provided in accordance with the terms of
the Work Order prior to the date of termination.
CSC may immediately terminate any Work Order if
Customer's license to use a System identified in such
Work Order, or Customer’s right to receive
Maintenatice Enhancements and Services Available
(MESA) for such System, is terminated.
INDEPENDENT CONTRACTORS:
The parties hereto are independent contractors and
neither CSC nor CSC employees, affiliates and/or
subsidiaries are or shall be deemed to be employees of
Customer.
GENERAL:
