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THE FOREGOING WARRANTIES FOR MAINTENANCE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE IN LIEU OF
<br /> ALL OTHER WARRANTIES OF MAINTENANCE SERVICES, WHETHER EXPRESSED OR IMPLJED. INTERGRAPH DISCLAIMS ALL
<br /> OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH REGARD TO MAINTENANCE SERVICES SUPPLIED
<br /> HEREUNDER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR
<br /> PURPOSE.
<br /> 8.3 Limiitalion at LfabHily
<br /> INTERGRAPH SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL INCIDENTAL SPECtA~., OR PUNITNE DAMAGES,
<br /> ARISING OUT OF, OR IN CONNECTION WITH THE FOREGOING WARRAMIES, OR THE PERFORMANCE OF THIS
<br /> AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT, OR LOSS OR CORRUPTION OF DATA. IN NO
<br /> EVENT SHALL INTERGRAPH BE RESPONSI8IE FOR DAMAGES IN EXCESS OF THE AMOUNT PAID BY CUSTOMER DURING THE
<br /> :PAST TWELVE MONTHS FOR THE SITE(S) REFERENCED IN THE MOST RECENT QUOTE ISSUED BY INTERGRAPH UNDER THIS
<br /> AGREEMENT AS OF THE DATE OF ANY SUCH WARRANTY CLAIM.
<br /> 9.0 NON-SOLICITATION OF EMPLOYEES
<br /> For purposes of this Section 9.0, the term "empbyee" shoal also include empbyees of Intergraph's Services
<br /> subcontractors who d~recty support Customer. Customer agrees that it vwll not, without the prior wrifiten consent of
<br /> Intergraph, solicit or hire any Intergraph employee, or induce suds employee to leave Intergraph's employment,
<br /> directly or ind~ectly, during the term of Phis Agreement and for a period of twelve (12} months after the Agreement {
<br /> expires or is terminated. Customer agrees that a breach of this provision would cause actual and substantial
<br /> damages to Intergraph such that it would be very d'!fficult to calaAate actual damages. Accordingly, any such
<br /> breach wig entitle Intergraph to recover liquidated damages from Customer in the amount equal to one year of the
<br /> .affected employee's annual salary plus benefits for each such breach, as well as expenses, costs, and reasonable
<br /> afitomey's fees incurred by Intergraph in seeking enforcement of this Agreement. Customer agrees that the
<br /> foregoing amount is intended to be, and in fact is, a reasonable estimate of the actual damages that would be
<br /> incurred by Intergraph if Customer were to breach the proviisi~on, and that this amount is not intended to be, and in r
<br /> fact is not, a penalty. in addition, Intergraph shall be entitled to equitable or injunctive reTef to prevent further
<br /> breaches. I
<br /> 10.0 MISCELLANEOUS
<br /> 10. T Taxes ~
<br /> All maintenance charges are exclusive of United States and/or any other country's federal, sta#e,
<br /> municipal, or other governmental, withholding, excise, sales, use, value added or other taxes, tariffs,
<br /> custom duties and importing fees ("Taxes"J. Customer steal! be liable for, and shall indemnify and hold
<br /> Intergraph harmless from and against, any and all Taxes. Taxes shall expressly exclude any United States (i)
<br /> federal, (ii} slate, (in} municipal, (iv} or other govemmental income taxes, franchise taxes, business license
<br /> tees and other like taxes measured by Intergraph's income, capital and/or assets. The total invoice
<br /> amount for maintenance charges is subject to increase by the amount of any Taxes which Intergraph is
<br /> required to withhold, collect, or pay so that Intergraph receives the full amount of the maintenance 7
<br /> .charges. Any certificate to exempt the Agreement from tax liability or other documentary evidence of
<br /> statutory exemption shat! be obtained by Customer at Customer's expense.
<br /> 10.2 Notices I
<br /> i~
<br /> Any notice or other communication ("Notice") required or permitted under this Agreement shall be in
<br /> .writing and either delivered personally or sent by electronic. mail, facsimile, ovemight delivery, express
<br />
<br /> : mail, or certified or registered mail, postage prepaid, return receipt requested. A Notice delivered
<br /> personally shall be deemed given only if acknowledged in writing by the person to whom it is given. A !
<br /> Notice sent by electronic mail or facsimile shall be deemed given when transmitted, provided that the
<br /> sender obtains written confirmation from the recipient that the transmission was received. A Notice sent
<br /> by overnight delivery or express mail shall be deemed given twenty-four (24) hours after having been sent.
<br /> ..25E-14
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