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12.3 The foregoing obligations do not apply to information that: (I) is already public or becomes available to the public through
<br />no breach of this Agreement; or (ii) was lawfully in the Receiving Party's possession before receipt f om the Disclosing
<br />Party; or (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation to
<br />Disclosing Party; or (iv) is independently developed by or on behalf of the Receiving Party without rise of the Disclosing
<br />Party's Confidential Information.
<br />12.4 If compelled by a requirement of a government agency, a court, or by law or regulation to disclose any of the Disclosing
<br />Party's Confidential Information, the Receiving Party will, unless prohibited by law or order, notify the Disclosing Party in
<br />writing prior to making any disclosure in order to provide the Disclosing Party a reasonable opportunity to either waive any
<br />objection to such disclosure or request a remedy from the appropriate authority. The Receiving Party will reasonably
<br />cooperate with the Disclosing Party in its efforts to obtain such a remedy, but in the event any disclosure is required, the
<br />Receiving Party will furnish only that portion of the Confidential Information that is legally required.
<br />13. Indenendent Contractor. It is expressly understood and agreed that each party will act as an independent contractor and that this
<br />Agreement is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture
<br />or other association between Client and PBPS. Neither party may make any commitments binding on the other, nor may either party
<br />make any representation that they are acting for, or on behalf of, the other, unless otherwise specified in writing and signed by the
<br />parties. Neither party nor the employees of such party performing any obligation hereunder shall be considered to be employees of
<br />the other party for any purpose, including but not limited to, compensation for services, employee welfare and pension benefits,
<br />fringe benefits of employment or workers' compensation insurance.
<br />14. Insurance. PBPS shall at all times during the term of this Agreement maintain insurance as required inExhibit B attached hereto
<br />and incorporated by reference.
<br />15. LIMITATION OF LIABILITY.
<br />15.1 PBPS' TOTAL LIABILITY TO CLIENT RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT
<br />OR TORT, UNDER LEGAL OR EQUITABLE GROUNDS, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE
<br />REASONABLE COST TO RECREATE THE AFFECTED MAIL PIECES, BUT NOT TO EXCEED $0.50 PER PIECE OF
<br />MAIL AND IN NO EVENT SHALL SUCH LIABILITY EXCEED THE LIMITS OF ANY APPLICABLE INSURANCE
<br />CARRIED BY PBPS.
<br />15.2 IN NO EVENT SHALL PBPS BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
<br />EXEMPLARY, STATUTORY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER,
<br />INCLUDING BUT NOT LIMITED TO LOSS OR DEMAND AGAINST THE CLIENT BY ANY THIRD PARTY, OR
<br />ANY LOST REVENUE OR LOST PROFITS (WHETHER CONSIDERED AN INDIRECT OR DIRECT DAMAGE),
<br />EVEN IF PBPS HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH
<br />DAMAGES, ARISING OUT OF, OR RELATING TO THIS AGREEMENT. CLIENT FURTHER AGREES THAT IN
<br />NO EVENT SHALL PBPS BE LIABLE FOR ANY DAMAGES OR INJURIES, INCLUDING BUT NOT LIMITED TO
<br />CLEAN-UP COSTS, RESULTING FROM OR IN CONNECTION WITH ANY HAZARDOUS SUBSTANCE,
<br />EXPLOSIVE, OTHER POLLUTANT OR SIMILAR SUBSTANCE, CONTAINED IN MAIL SUBMITTED TO PEPS.
<br />16. Indemnification. Each party agrees to indemnify, defend, and hold harmless the other from and against any liability, loss, cost,
<br />expense, claim, or damage, including reasonable attorneys' fees, in any action or claim (collectively "Claim") brought by any third
<br />party, alleging bodily injury (including death) to the extent caused by the negligent act/omission or willful misconduct of the
<br />indemnifying party. In addition, Client shall indemnify, defend and hold harmless PBPS from all Claims by third parties, resulting
<br />from or in connection with any hazardous substance, explosive, other pollutant or similar substance contained in mail submitted by
<br />Client. A party seeking indemnification must give the indemnifying party prompt written notice of any Claim and will provide
<br />reasonable cooperation in the investigation, defense or settlement of such Claim. No compromise or settlement of the Claim may
<br />be effected by the indcuu*ing party without the indemnified parry's prior written consent (which will not be unreasonably
<br />withheld or delayed), miless (a) there is no finding or admission of any violation of law by the indemnified party, and (b) the sole
<br />relief provided is monetary damages that are paid in full by the indemnifying party.
<br />17. No Third Party Beneficiaries. The parties intend that there shall be no third party beneficiaries under this Agreement, and that no
<br />person or entity, except the parties hereto, shall have any rights or remedies under this Agreement, including the right to bring any
<br />action on account of its breach or in any relation to it whether in contract, in tort, or otherwise.
<br />18. Headings. The paragraph headings which appear in this Agreement are intended solely for convenience of reference and shall not
<br />amplify, limit, modify or otherwise be used in the interpretation of any provision of this Agreement.
<br />19. Integration. This Agreement, including all SOWS, exhibits, schedules and any addendum, appendices and attachments hereto or
<br />thereto which are incorporated herein by reference, constitutes the entire Agreement between the parties with respect to the subject
<br />matter hereof, and there are no other agreements, promises, covenants or conditions, oral or written, except as are set forth herein
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<br />Proprietary and Confidential Information
<br />PBPS Contract Management — Oct 2023
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