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AON <br />or delivery of the Services, such as a change in the nature of the Client's products or equipment, <br />systems, and/or processes that are the focus of AON's service(s). <br />Client agrees to provide its project data in the form agreed upon. Client understands and agrees that if <br />data is submitted in a form other than agreed upon, Client shall pay AON, in addition to the fees set <br />forth in the proposal the reasonable expenses incurred to merge/convert the data to the agreed upon <br />form so long as AON has informed Client of such additional expenses and Client has consented in <br />writing to those additional expenses prior to AON incurring such. <br />Limitation of Liability <br />Both parties further agree that AON and its personnel shall be released to the fullest extent permitted by <br />applicable law from any and all claims, liabilities, costs and expenses attributable to any knowing <br />misrepresentation by Client, its directors, its officers and/or its employees except for claims attributable <br />solely to the negligence of AON. In no event shall AON be liable to the Client, whether in tort (including <br />negligence), contract or otherwise for any amount, in the aggregate, in excess of six times the total fees <br />paid by the Client under this proposal, except to the extent fully and finally determined by a court of <br />competent jurisdiction to have resulted from the willful misconduct or fraudulent behavior of AON, and <br />neither AON nor Client shall be liable to the other for any consequential, indirect, lost profit, lost <br />opportunity or similar damages relating to AON's services provided under this proposal. <br />As AON and Client intend the aforementioned limitation of liability clause to be enforceable, they agree <br />that any over breadth in the clause shall not itself render the clause void, but rather, the clause shall be <br />interpreted and enforceable to the fullest extent permitted by the law of the applicable state_ <br />This Liability Limitation shall apply to the Client and extend to the Client's parent(s), affiliates, <br />subsidiaries, and their respective directors, officers, employees and agents (hereinafter, each a "Client <br />Group Member" and together, "Client Group") wherever located that seek to assert claims against AON, <br />and its parent(s), affiliates, subsidiaries and their respective directors, officers, employees and agents <br />(each an "Aon Group Member" and together, "Aon Group"). Nothing in this Liability Limitation section <br />implies that any Aon Group Member owes or accepts any duty or responsibility to any Client Group <br />Member. <br />No Solicitation <br />The parties agree that during the term of each Schedule issued pursuant to this proposal and for a <br />period of one (1) year after the termination of each such Schedule, neither party shall directly or <br />indirectly solicit for employment, without the permission of the other party, any person employed then or <br />Aon Proprietary and Confidential <br />Prepared for The City of Santa Ana <br />