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5 of 8 <br />them. The Customer reserves the right to require complete, certified <br />copies of all required insurance policies, including endorsements <br />required by these specifications, at any time. <br />9)Subcontractors- NEOGOV shall require and verify that all <br />subcontractors maintain insurance meeting all the requirements <br />stated herein, and NEOGOV shall ensure that Customer is an <br />additional insured on insurance required from subcontractors. <br />10) Special Risks or Circumstances- Customer reserves the right to <br />modify these requirements, including limits, based on the nature of <br />the risk, prior experience, insurer, coverage, or other special <br />circumstances. <br />5.Section 15(b) (Cap on Monetary Liability) is modified to the following: CAP ON <br />MONETARY LIABILITY. WITHOUT LIMITATION OF THE PREVIOUS SECTION, <br />EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE <br />LAWFULLY EXCLUDED OR LIMITED, CUSTOMER¶S OBLIGATIONS TO MAKE <br />PAYMENT UNDER THIS AGREEMENT, OR LIABILITY FOR INFRINGEMENT OR <br />MISAPPROPRIATION OF NEOGOV INTELLECTUAL PROPERTY RIGHT S, THE <br />TOTAL LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST <br />THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER <br />OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), <br />STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL <br />NOT EXCEED THHREE TIMES (3X) THE AMOUNT OF ALL PAYMENTS <br />ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER DURING THE <br />TRAILING TWENTY-FOUR (24) MONTHS OF THIS AGREEMENT FROM WHICH <br />THE CAUSE OF ACTION AROSE. THE FOREGOING LIMITATION OF LIABILITY <br />IS CUMULATIVE WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN <br />CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE <br />SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS <br />WILL NOT ENLARGE THE LIMIT. THE PARTIES ACKNOWLEDGE AND AGREE <br />THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE <br />BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY <br />NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY <br />LIMITED REMEDY. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION <br />OF LIABILITY REFLECTS AN INFORMED, VOLUNTAR Y ALLOCATION <br />BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY <br />EXIST IN CONNECTION WITH THIS AGREEMENT AND HAS BEEN TAKEN INTO <br />ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE <br />GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECI SION BY <br />EACH PARTY TO ENTER INTO THIS AGREEMENT. <br />6.SHFWLRQ 14(a) (IQGHPQLILFaWLRQ) LV PRGLILHG WR WKH IROORZLQJ: IQGHPQLW\. ³SXEMHFW WR <br />subsections (b) through (d) of this Section, if a third party makes a claim against Customer <br />that any NEOGOV intellectual property furnished by NEOGOV and used by Customer <br />LQIULQJHV a WKLUG SaUW\¶V LQWHOOHFWXaO SURSHUW\ ULJKWV, RU aULVLQJ RXW RI aQ\ JURVVO\ QHJOLJHQW <br />action or willful FRQGXFW E\ NEOGOV RU LW¶V VXEFRQWUaFWRUV, NEOGOV ZLOO GHIHQG WKH <br />Customer against the claim and indemnify the Customer from the damages and liabilities