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CONEXIS numnrz resamca f0' shall be given to the party that is obligated to provide indemnification (the "Indemnifying Party") as promptly as practicable but in any event within thirty (30) days. After such notice, if the Indemnifying Party shall acknowledge in writing to such Indemnified Party that this Agreement applies with respect to such Claim, then the Indemnifying Party shall be entitled, if it so elects, in a written notice delivered to the Indemnified Party not less than 10 days prior to the date on which a response to such Claim is due, to take control of the defense and investigation of such Claim and to employ and engage attorneys of its choice to handle and defend the same, at the Indemnifying Party's sole cost and expense. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its attorneys in the investigation, trial and defense of such Claim and any appeal arising there from; provided, however, that the Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such Claim and any appeal arising there from. No settlement of a Claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. After written notice by the Indemnifying Party to the Indemnified Party of its election to assume full control of the defense of any such Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses incurred thereafter by such Indemnified Party in connection with the defense of that Claim. If the Indemnifying Party does not assume full control over the defense of a Claim subject to such defense as provided hereunder, the Indemnifying Party may participate in such defense, at its sole cost and expense, and the Indemnified Party shall have the right to defend the Claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party. 4.18 Limitation of Liability. IN NO EVENT OR UNDER ANY CIRCUMSTANCE SHALL ANY PARTY BE LIABLE TO ANOTHER PARTY FOR ANY LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT BE INTERPRETED TO LIMIT INDEMNIFICATION FOR ANY DAMAGES ASSESSED IN FAVOR OF A THIRD PARTY IN CONNECTION WITH A CLAIM AGAINST AN INDEMNIFIED PARTY TO THE EXTENT THE INDEMNIFIED PARTY IS OTHERWISE ENTITLED TO INDEMNIFICATION HEREUNDER. Section 5.0 Performance Standards and Guarantee Performance Standards and Guarantees are only available to those Clients who have a fully Executed Services Agreement on file with CONEXIS. 5.1 In consideration of the mutual promises set forth below and for the fees set forth in the Fee Schedule, Client and CONEXIS agree as follows: 5.1.1 "Calendar Quarter" will mean each quarter of a calendar year (e.g., Jan. 1 — Mar. 31; Apr 1 — Jun 30; Jul 1 — Sep. 30; Oct. 1 — Dec. 31). 5.1.2 "Percentage at Risk for Service Fee Reduction" will mean the percentage of the monthly fee that may be reduced as a result of failing to meet the particular Performance Standard in a Calendar Quarter. 5.1.3 "Performance Standard" will mean specific standards, described in the Exhibit, which is part of the attached Services Appendix for each described service to which CONEXIS has committed to meet or exceed for all similarly situated Clients in each Calendar Quarter. 5.1.4 "Quarterly Performance Report" will mean the specific report, delivered to Client for each Calendar Quarter, which contains CONEXIS' actual performance against each Performance Standard for Client. The Quarterly Performance Report will be formatted as CONEXIS deems appropriate. 5.1.5 "Performance Standards Effective Date" will be the first Calendar Quarter following the execution of the Services Agreement. 5.1.6 "Service Fee Reduction" will mean the total amount of reduction of monthly Service Fees, as defined in the Agreement, based on CONEXIS failing to meet one or more Performance Standards, in accordance with the Exhibit attached to the appropriate Service Appendix describing the three services offered with performance standards. The Service Fee Reduction is calculated by adding the percentages associated with each Performance Standard not met by CONEXIS. Then multiplying that percentage by the total of monthly Service Fees invoiced by CONEXIS to the Client for that particular Calendar Quarter for that particular service CONEXIS is performing CONEXIS Initials I -DI c - Client Initials Direct Client Services Agreement 6 V9.0-040111