25D - AGMT AND AMEND FOR UTLILITY BILLING SOFTWARE

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taxing authorities. 11. WARRANTY AND IXMTATION OF LIABILITY CONSULTANT warrants that the Services will be performed in aprofessional and diligent manner by personnel who are competent in performing their individual tasks. To the greatest extent permitted by applicable law, consultant its affiliates, and each of their respective directors, officers, employees and shareholders' entire liability and customer's exclusive remedy with respect to the services and any other products, materials supplied by consultant in connection with this agreement for damages for any cause and regardless of the cause of action, whether in contract or in tort, including fundamental breach, negligence, strict liability or otherwise, shall not exceed in the aggregate an amount that is equal to one million dollars or the total fees paid to consultant under this master renewal agreement, whichever is higher. In respect of any liability that arises under the terms of the support and maintenance agreement the limitation of liability provisions of the support and maintenance agreement shall apply to such liability and not this section 11. In no event shall either consultant and customer, their respective affiliates and each of their respective directors, officers, elected officials, employees and shareholders, be liable for any consequential, incidental, indirect, exemplary, punitive, or special damages whatsoever, including but not limited to for lost revenue or loss of profits, loss of business, loss of data, failure to realize expected savings, or cost of substitute goods or services arising out of or in connection with this agreement even if it has been advised of the likelihood of the occurrence of such loss or damage or such loss or damage is foreseeable and notwithstanding any failure of essential purpose of any limited remedy. In no event does this limitation of liability clause apply to consultant's obligations under section 7 of this master renewal agreement. 12. TERMINATION (a) Termination. This Master Renewal Agreement maybe terminated as follows: i. In addition to any other rights and remedies available to it, either party may immediately terminate this Master Renewal Agreement in the event of material breach by the other party of its obligations and that breach is not cured within thirty (30) days of receipt of written notice to that effect; ii. Either party may terminate this Master Renewal Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, 7 25D-16