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Docusign Envelope ID:9BDBD300-F972-4CC8-8D30-40FE04AAD195
<br /> VPeregrine 11/14/2025
<br /> LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF
<br /> PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL,
<br /> INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER
<br /> CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
<br /> WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
<br /> 10.2. Liability Cap. IN NO EVENT SHALL PEREGRINE'S AGGREGATE LIABILITY ARISING OUT OF
<br /> OR RELATING TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING
<br /> BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE,
<br /> EXCEED THE TOTAL AMOUNTS PAID TO PEREGRINE UNDER THIS AGREEMENT IN THE TWELVE
<br /> (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
<br /> 11. Term &Termination.
<br /> 11.1. Term of Agreement. This Agreement commences on the Effective Date and continues for the
<br /> duration of the term set forth on the Order Form ("Term"), unless earlier terminated in accordance
<br /> with the Order Form or Section 11.2
<br /> 11.2. Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days
<br /> written notice of a material breach to the other party if such breach remains uncured at the expiration
<br /> of such period. If the breach cannot reasonably be cured within such period,the breaching party may
<br /> be afforded additional time as reasonably necessary to complete the cure, provided it commences
<br /> cure efforts within the thirty (30) day period and continues to pursue such cure diligently and in good
<br /> faith. in the event of a termination caused by a material breach of this Agreement, the Customer shall
<br /> be refunded for any services paid for and not provided.
<br /> 11.3. Data. Upon expiration or termination of this Agreement, Peregrine shall have no obligation to
<br /> maintain or provide any Customer Data or Third Party Data. Unless legally prohibited, Peregrine shall
<br /> delete all Customer Data in its systems or otherwise in its possession or under its control.
<br /> Notwithstanding the foregoing or any other provision of this Agreement, Peregrine may use in
<br /> perpetuity any Aggregated Data.
<br /> 11.4. Survival. The following provisions shall survive termination or expiration of this Agreement:
<br /> Sections 4, 5, 6.1, 6.3, 7, 8, 9, 10, 11.3, 11.4, and 12.
<br /> 12. General Provisions.
<br /> 12.1. Insurance. Peregrine shall maintain the insurance coverages described on Appendix A:
<br /> Insurance.
<br /> 12.2. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint
<br /> venture, agency, fiduciary or employment relationship between the parties. There are no third-party
<br /> beneficiaries to this Agreement. At all times during the term of this Agreement, Peregrine shall be an
<br /> independent contractor and shall not be an employee of Customer. Except as Customer may specify
<br /> in writing, Consultant shall have no authority, express or implied, to act on behalf of Customer in any
<br /> capacity whatsoever as an agent. Peregrine shall have no authority, express or implied, pursuant to
<br /> this Agreement to bind Customer to any obligation whatsoever.
<br /> 12.3. Peregrine's Books and Records. To the extent required by applicable laws, rules, or
<br /> regulations, Peregrine shall maintain any and all records or documents evidencing or relating to
<br /> charges for services or expenditures and disbursements charged to the Customer under this
<br /> Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final
<br /> payment to Peregrine to this Agreement. All such records shall be maintained in accordance with
<br /> generally accepted standards and shall be made available for inspection, audit, and/or copying during
<br /> regular business hours, upon written request of the Customer.
<br /> 12.4. Force Majeure. Neither party shall be liable by reason of any failure or delay in performance
<br /> of its obligations under this Agreement (except for the payment of money) on account of events
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<br /> Proprietary and Confidential
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