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THE FOREGOING WARRANTIES FOR MAINTENANCE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE IN UEU OF AU OTHER WARRANTIES OF MAINTENANCE SERVICES, WHETHER EXPRESSED OR IMPUED. INTERGRAPH DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPUED, WITH REGARD TO MAINTENANCE SERVICES SUPPUED HEREUNDER, INCLUDING AU IMPUED WARRANnES OF MERCHANTABIUTY AND/OR fiTNESS FOR A PARTICULAR PURPOSE. 8.3 limitation of Uabtfdy INTERGRAPH SHALL NOT BE UABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAl. OR PUNmvE DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH THE FOREGOING WARRANTIES, OR THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT UMITED TO LOSS Of REVENUE OR PROFIT, OR LOSS OR CORRUpnON OF DATA-IN NO EVENT SHAll 'NTERGRAPH BE RESPONSIBLE FOR DAMAGES IN EXCESS OF THE AMOUNT PAID BY CUSTOMER DURING THE PASTlWELVE MONTHS FOR THE SITf(S) REFERENCED IN THE MOST RECENT QUOTE ISSUED BY INTERGRAPH UNDER THIS AGREEMENT AS OF THE DATE Of ANY SUCH WARRANTY CLAIM. , 9.0 NON.SOUCrrAnON Of EMPLOYEES For purposes of this Section 9.0, the term "employee" shalf also include employees of Intergraph's ServIces , subcontractors who directly support Customer. Customer agrees tha1 it will not. without the prior written consent of Intergraph, solicit or hire any Intergraph employee, or induce such employee to leave Intergraph's employment. di'ectly or indirectly. during the term of this Agreement and tor a period of twelve (121 months after the Agreement expires or is terminated. Customer agrees that a breach of this proviSion would cause actual and substantial damages to Intergraph such that It would be very difficult to calculate actual damages. Accordingly, any such breach wID entitle Intergraph to recover liqUidated damages from Customer In the amount equal to one year of the . affected employee's annual salary plus benefits for each such breach. as well as expenses, costs, and reasonable attorney's fees incured by Intergraph in seeking enforcement of this Agreement. Customer agrees that the foregoing amount is intended to be, and In fact Is, a reasonable estimate of the actual damages that would be incurred by Intergraph if Customer were to breach this provision. and that this amount Is not intended to be. and in fact is not. a penalty. In addition. Intergraph shall be entifled to equitable or injunctive relief to prevent further breaches. '10.0 MISCELLANEOUS 10.1 Taxes All maintenance charges are exclusive of United states and/or any other country's federal, state, municipal, or other governmental, wIthholdIng. excise. sales, use, value added or other taxes, tariffs. custom duties and importing fees ("Taxes"). Customer shall be liable for, and shall indemF:llfy and hold rntergraph harmless from and against, any and all Taxes. Taxes shall expressly exclude any United states (I) 'federal. (ii) state, (iii) municipal, (iv) or other govemmental income taxes, franchise taxes, business license fees and other like taxes measured by Intergraph's income, capital and/or assets. The total invoice amount for maintenance charges is subject to Increase by the amount of any Taxes which Intergraph is required to withhold. collect, or pay so that Intergraph receives the full amount of the maintenance charges. Any certificate to exempt the Agreement from tax liability or other documentary evidence of , statutory exemption shall be obtained by Customer at Customer's expense. 10.2 Noflces Any notice or other communication ("NotIce") required or permitted under this Agreement shall be in , writing and either delivered personally or sent by electronic mail, facsimile. overnight denvery, express mail. or certified or registered mall. postage prepaid, return receipt requested. A Notice delivered personally shall be deemed given only if acknowledged In writing by the person to whom it is given. A Notice sent by electronic mail or facsimile shall be deemed given when transmitted. provided that the sender obtains written confirmation from the recipient that the transmission was received. A Notice sent ,by overnight delivery or express mail shall be deemed given twenty-four (24) hours after having been sent. j I ; I I i, ,\ i i )