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EXHIBIT "I" 6.3 Defense of Claim. In the event of any such claim set forth in Paragraph 6.2 above, at the request of the indemnified party, the indemnifying party shall at its sole expense defend all claims, suits or proceedings arising out of the foregoing. The indemnifying party shall be notified promptly of any such claims, suits or proceedings in writing, and shall have full and complete authority, information and assistance for the defense of such claim; provided, however, the indemnifying Party shall have no authority to enter into any settlement or compromise on behalf of the indemnified Party without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld. In all events, the indemnified Party shall have the right to participate in the defense of any proceedings with counsel of its own choosing, at its expense. 7. LIMITATIONS, 7.1 Maintenance Service Limitations. Notwithstanding anything herein to the contrary, Vendor shall have no obligation hereunder to provide Maintenance Service to Equipment which has deteriorated to such an extent that it cannot, in the reasonable discretion of Vendor, be maintained and needs to be replaced. Vendor shall provide written notice of any such deterioration. Vendor's obligations to provide Maintenance Service shall also terminate if Customer: (a) fails to provide Vendor with sufficient access to the Equipment, subject to Customer's reasonable Site policies and procedures; (b) negligently stores, handles operates or alters the Equipment, or uses the Equipment for purposes other than those set forth in the Published Specifications; (c) continues to fail to provide routine cleaning after being provided notice by Vendor pursuant to Paragraph 1.3 above; (d) fails to continually provide a suitable environment with all facilities and power as prescribed in the Published Specifications; (e) uses or operates the Equipment beyond its intended design parameters; (f) damages the Equipment through its use in conjunction with machinery or software not covered by this Agreement; (g) performs work, or allows a third partyto work, on the Equipment, which is not authorized by Vendor; (h) alters or modifies in any way, the safety mechanisms, without the written consent of Vendor; (i) operates the Equipment with envelopes or enclosures other than those specified in the Published Specifications; or (j) Customer's relocating Equipment to a Site other than that defined in this Agreement; provided, however, that should Vendor and Customer agree to continue Maintenance Service on Equipment moved to another Site, Customer's Equipment shall be subject to inspection by Vendor, at Vendor's published rates and terms then in effect for such service, prior to Vendor resuming Maintenance Service on Customer's Equipment. 7.2 General Limitations. In no event shall either party be liable to the other, whether in an action in negligence, contract or tort or based on a warranty or otherwise, for loss of profits, revenue, or loss or inaccuracy of data, or any indirect, incidental, punitive, special or consequential damages incurred by the other party or any third party, even if the party has been advised of the possibility of such damages. Further, except to the extent that liability arises from: (i) a breach by either party of its confidentiality obligations in Section 4.3; or (ii) instances of either Party's gross negligence or willful misconduct; each party's liability for damages under this Agreement, whether in an action in negligence, contract or tort or based on a warranty, shall not exceed the annual fees payable for the Maintenance Service. ::�h=1 �1:1X,11I:2Y61TA1.1MIk OPEX MASTER MAINTENANCE AGREEMENT Page 5