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judgments or damages, of any type, alleging or threatening that any products or services provided under
<br />this contract infringe the copyright, trademark, patent or other intellectual property.
<br />13.3. Notwithstanding the foregoing, this indemnification shall not apply to claims made by third parties in
<br />instances in which (a) IPS simply followed the directions or instructions provided by City; (b) City
<br />changed, modified or altered the services rendered or tasks performed by IPS such that, absent City's
<br />actions, no such claims would have been brought against JPS and/or City; or (c) the claims asserted by a
<br />third party derive from the combination of technology and/or intellectual property of JPS when used
<br />with City's owned or licensed technology and/or intellectual property such that, absent such
<br />combination, no such claims could have independently been brought by or against JPS.
<br />13.4. In order for City to obtain the indemnification from IPS specified herein, City must: (a) notify JPS in writing
<br />of the claims for which indemnification is sought; (b) provide IPS with copies of all pleadings, writings and
<br />documents pertaining to such claim; (c) permit JPS to control the defense of such claim and all settlement
<br />discussions in regards to resolving such claim; and {d) provide reasonable cooperation to IPS in regards to
<br />the litigation or negotiation of a resolution of such claim. Notwithstanding the foregoing sentence, JPS will
<br />not enter into any settlement without City's prior written consent, unless all third party claims against City
<br />are released without any further liability on City's part. This paragraph shall survive the termination or
<br />expiration of this Agreement.
<br />13.5. Nothing in this Agreement shall constitute any form of real or implied revenue guarantee by IPS.
<br />13.6. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL
<br />EITHER PARTY BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR
<br />PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST
<br />REVENUES, ANTICIPATED RENVUES OR OTHER MONETARY LOSS, ARISING OUT OF OR RELATED TO THIS
<br />AGREEMENT AND ANY ACTIONS OR OMISSIONS WITH RESPECT THERETO, WHETHER OR NOT ANY SUCH
<br />MATTERS OR CAUSES ARE WITHIN A PARTY'S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE
<br />PART OF A PARTY, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES, AND REGARDLESS
<br />OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE. WITH
<br />THE EXCEPTION FOR INTELLECTUAL PROPERTY CLAIMS, THETOTAL CUMMULATIVE LIABILITY INCURRED BY
<br />IPS IN CONNECTION WITH THIS AGREEMENT SHALL BE SOLELY LIMITED TO THE AMOUNT OF THE
<br />INSURARABLE LIMITS PROVIDED BY IPS.
<br />13.7. CUSTOMER AGREES THAT JPS SHALL NOT BE LIABLE FOR ANY LOSS, SPECIAL, INDIRECT, INCIDENTAL,
<br />CONS EQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT
<br />LIMITATION, LOST PROFITS, LOST REVENUES, ANTICIPATED RENVUES OR OTHER MONETARY LOSS, ARISING
<br />OUT OF OR RELATED TO THIS AGREEMENT AND RESULTING FROM INTERRUPTION OF OR OTHER
<br />DEFICIENCIES IN WIRELESS OR INTERNET SERVICE, WHETHER OR NOT ANY SUCH MATTERS OR CAUSES ARE
<br />WITHIN A PARTY'S CONTROL, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT,
<br />BREACH OF WARRANTY OR OTHERWISE.
<br />13.8. Both Parties acknowledge that the Limitations of Liability set forth above are fundamental elements of this
<br />Agreement, without which JPS would not have entered into this Agreement.
<br />14.Liens and Taxes.
<br />EXHIBIT 1
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