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Disclosing Party; or (iii) is lawfully received independently from a third party who is not bound by a confidentiality
<br />obligation to Disclosing Party; or (iv) is independently developed by or on behalf of the Receiving Party without use
<br />of the Disclosing Party's Confidential Information.
<br />If compelled by a requirement of a government agency, a court, or by law or discovery to disclose any of the
<br />Disclosing Party's Confidential Information, the Receiving Party will, unless prohibited by law or order, notify the
<br />Disclosing Party in writing prior to making any disclosure in order to provide the Disclosing Party a reasonable
<br />opportunity to either waive any objection to such disclosure or request a remedy fiom the appropriate authority. The
<br />Receiving Party will reasonably cooperate with the Disclosing Party in its efforts to obtain such a remedy. If the
<br />Disclosing Party waives its objections or is unsuccessful in its request or fails to maka such a request, the Receiving
<br />Party will furnish only that portion of the Confidential Information that is legally required.
<br />13, Independent Contractor. It is expressly understood and agreed that each party will act as an independent contractor
<br />and that this Agreement is not intended and shall not be construed to create the relationship of agent, servant,
<br />employee, partnership, joint venture or other association between Client and PBPS. Neither party may make any
<br />commitments binding on the other, nor may either party make any representation that they are acting for, or on behalf
<br />of, the other, unless otherwise specified in writing and signed by the parties. Neither party nor the employees of such
<br />party performing any obligation hereunder shall be considered to be employees of the other party for any purpose,
<br />including but not limited to, compensation for services, employee welfare and pension benefits, fringe benefits of
<br />employment or workers' compensation insurance.
<br />14, Insurance. PBPS shall at all times during the term of this Agreement maintain commercially reasonable insurance
<br />for loss from property damage, bodily injuty, death, and workers' compensation claims appropriate to the services
<br />provided.
<br />15. LIMITATION OF LIABILITY, PBPS' TOTAL LIABILITY TO CLIENT RELATING TO THIS AGREEMENT,
<br />WHETHER BASED ON CONTRACT OR TORT, UNDER LEGAL OR EQUITABLE GROUNDS, SHALL BE
<br />LIMITED TO THE REASONABLE COST TO RECREATE THE AFFECTED MAIL PIECES, BUT NOT TO
<br />EXCEED THE FEES PAID BY CLIENT TO PBPS DURING THE SIX (6) CALENDAR MONTH PERIOD
<br />IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, AND IN NO EVENT SHALL
<br />SUCH LIABILITY EXCEED THE LIMITS OF ANY APPLICABLE INSURANCE CARRIED BY PBPS, IN NO
<br />EVENT SHALL PBPS BE LIABLE TO CLIENT FOR ANY INDIRECT, INCIDENTAL, PUNITIVE,
<br />EXEMPLARY, STATUTORY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY FIND WHATSOEVER,
<br />INCLUDING BUT NOT LIMITED TO LOSS OR DEMAND AGAINST THE CLIENT BY ANY THIRD PARTY,
<br />EVEN IF PBPS HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE RNOWN THE POSSIBILITY OF SUCH
<br />DAMAGES, ARISING OUT OF, OR RELATING TO THIS AGREEMENT. CLIENT FURTHER AGREES THAT
<br />IN NO EVENT SHALL PBPS BE LIABLE FOR ANY DAMAGES OR INJURIES, INCLUDING BUT NOT
<br />LIMITED TO CLEAN UP COSTS, RESULTING FROM OR IN CONNECTION WITH ANY HAZARDOUS
<br />SUBSTANCE, EXPLOSIVE, OTHER POLLUTANT OR SIMILAR SUBSTANCE, CONTAINED IN MAIL
<br />SUBMITTED BY CLIENT.
<br />16. Indemnifleation. Each party agrees to indemnify, defend, and hold harmless the other from and against any liability,
<br />loss, cost, expense, claim, or damage, including reasonable attorneys' fees, in any action or claim brought by any third
<br />party, alleging bodily injury (including death) to the extent caused by the negligent act/omission or willful misconduct
<br />of the indemnifying party. In addition, Client shall indemnify, defend and hold harmless PBPS from all damages and
<br />injuries, including clean up costs and claims by third parties, resulting fiom or in connection with any hazardous
<br />substance, explosive, other pollutant or similar substance contained in mail submitted by Client.
<br />17. No Third Party Beneficiaries. The parties intend that there shall be no third party beneficiaries under this
<br />Agreement, and that no person or entity, except the parties hereto, shall have any rights or remedies under this
<br />Agreement, including the right to bring any action on account of its breach or in any relation to it whether in contract,
<br />in tort, or otherwise.
<br />18. Headings. It is expressly understood and agreed that the paragraph headings which appear in this Agreement are
<br />intended solely for convenience of reference and shall not amplify, limit, modify or otherwise be used in the
<br />interpretation of any provision of this Agreement.
<br />19. Integration. This Agreement, including all SOWs, exhibits, schedules and any addendrun, appendices and
<br />attachments hereto or thereto which are incorporated herein by reference, constitutes the entire Agreement between
<br />the parties with respect to the subject matter hereof, and there are no other agreements, promises, covenants or
<br />conditions, oral or written, except as are set forth herein or in the schedules and addendum, appendices and
<br />attachments, if any. Any prior agreements between the parties with regard to similar services provided at any
<br />location covered by any SOW attached hereto are superseded by this Agreement.
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<br />Proprietary and Confidential Information
<br />PBPS Contract Management — Rev November 2013
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