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gives Customer prompt written notice of the Claim; (b) Company grants Customer full and complete control over the defense and settlement of the Claim; (c) Company provides assistance in connection with the defense and settlement of the Claim as Customer may reasonably request; and (d) Company complies with any settlement or court order made in connection with the Claim. Company will not defend or settle any Claim without Customer's prior written consent. Company will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Customer will have sole control over the defense and settlement of the Claim. 10.LIMITATIONS OF LIABILITY 10.1 Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 10.1.1 . Can on Liability. EXCEPT AS PROVIDED IN SECTION 8 OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL COMPANY'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $10,000. THE COMPANY RESERVES THE RIGHT TO REEVALUTE THIS AMOUNT UPON AGREEMENT RENEWAL DATES. 10.1.1.1 FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE AGGREGATE LIABILITY OF COMPANY UNDER SECTION 8 OF THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) $50,000 OR (B) TWO (2) TIMES THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. 10.2 . Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS ARISING OUT OF THE PERFORMANCE OF SERVICES UNDER THIS AGREEMENT, INCLUDING ANY CONTRIBUTORY LIABILITY, BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY COMPANY TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT. It. INSURANCE 11.1 During performing services under this Agreement, Company agrees to maintain the insurance coverage specified in Exhibit C ("Company Insurance Coverage") attached hereto and incorporated by this reference. Company will provide Customer with copies of certificates of insurance and endorsements, as required, before commencing work and upon expiration of each required insurance policy. 12.GENERAL 12.1 . Relationship. Company will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of this Agreement.