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<br />........ <br /> <br />...., <br /> <br />Santa Ana Police Department/IWS Agreement, Page 6 <br /> <br />(a) MAXIMUM LIABILITY <br />UNDER NO CIRCUMSTANCES SHALL IWS's LIABILITY TO BUYER EXCEED THE <br />AMOUNTS PAID BY BUYER TO IWS UNDER THIS AGREEMENT. <br /> <br />(b) LIMITATION <br />IN NO EVENT WILL IWS HAVE ANY LIABILITY FOR ANY SPECIAL, INDIRECT OR <br />CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES <br />FOR LOST PROFITS, LOSS OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE <br />GOODS OR SERVICES, ARISING UNDER ANY CAUSE OF ACTION, INCLUDING <br />CONTRACT, WARRANTY, STRICT LIABILITY OR TORT, WHETHER OR NOT IWS <br />HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE <br />LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE <br />ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.b <br /> <br />11. Termination; Breach <br />(a) TERMINATION <br />Either party may terminate this Agreement upon a breach by the other party which is not cured <br />in a timely manner as provided for in sub-section (b) below. Otherwise, this Agreement will <br />terminate upon both parties' fulfilling all of their obligations under it. <br /> <br />(b) BREACH <br />In the event of any material breach of this Agreement by either party, the aggrieved party must <br />give written notice thereof, including a reasonably detailed statement of the nature of such <br />breach, to the breaching party. The breaching party has thirty (30) days to cure such breach. In <br />the case of a breach that cannot reasonably be cured within 30 days, the breaching party will <br />provide a written estimate of the time needed to cure such breach, will commence to cure such <br />breach within thirty (30) days of notice from the aggrieved party, and will diligently continue <br />to cure such breach to completion. If the breaching party fails to cure, to commence cure, or <br />diligently prosecute such cure to completion, the aggrieved party shall be entitled to suspend its <br />performance under this Agreement for as long as the breach remains uncorrected, and avail <br />itself the remedies provided by this Agreement. <br /> <br />12. Disputes; Binding Arbitration; Attorneys' Fees <br />(a) DISPUTES <br />In the event that any dispute or controversy arises between IWS and BUYER, IWS and <br />BUYER agree to first attempt to resolve the matter through discussions between them directly. <br /> <br />(b) BINDING ARBITRATION <br />In the event IWS and BUYER are unable to resolve any matter through discussions, they agree <br />to resolve the matter through binding arbitration. IWS and BUYER will agree upon the <br />location and rules for the arbitration, and, if they are unable to agree, will follow the rules of <br />