19 - Master Service Agreement with SpearTip for 12-month cybersecurity professional services

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MSA 2020 - for use in North America 14. LAW AND DISPUTES 14.1 Dispute Resolution. The parties agree to mediate all disputes arising under the Agreement until either the designated representatives conducting the mediation conclude that resolution through continued negotiation does not appear likely or thirty (30) calendar days have passed since the initial request to negotiate the dispute was made; provided, however, that a party may file earlier to avoid the expiration of any applicable limitations period, to preserve a superior position with respect to other creditors, or to apply for interim or equitable relief. Such mediation will be conducted by each party designating a duly authorized officer or other representative to represent the party, with authority to bind the party, and the parties agree to exchange all non -privileged information with respect to the dispute that the parties believe to be appropriate and germane. 14.2 Governing Law. The Agreement will be governed by the laws of the State of Texas, without regard to conflict of laws principles. In the event the parties are unable to mediate their dispute to a satisfactory resolution, the parties agree to the exclusive personal and subject matter jurisdiction and venue of the courts located in Lamar County, Texas or the United States District Court for the Eastern District of Texas for any claim or action under the Agreement. 14.3 Export Control. Both SpearTip and Client agree to comply fully with all relevant export laws and regulations of the United States to ensure that no information or technical data provided pursuant to the Agreement is exported or re-exported directly or indirectly in violation of law. 14.4 Limitation of Actions. No proceeding, regardless of form, arising out of or related to the Agreement may be brought by either party more than two years after the accrual of the cause of action, except that proceedings related to violation of a party's proprietary rights or any duty to protect Confidential Information may be brought at any time within the applicable statute of limitations, and proceedings for non- payment may be brought up to four years after the date the unpaid payment was due. 14.5 Attorneys' Fees. In the event of any litigation between the parties with respect to this Agreement, the prevailing party (the party entitled to recover costs of suit, at such time as all appeal rights have expired or the time for taking such appeals has expired) will be entitled to recover reasonable attorneys' fees, including fees incurred at the appellate level, in addition to such other relief as a court of competent jurisdiction may award. 15. LIMITATION OF LIABILITY AND REMEDIES 15.1 Limitations. IF CLIENT SHOULD BECOME ENTITLED TO CLAIM DAMAGES FROM SPEARTIP (INCLUDING WITHOUT LIMITATION, FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHER TORT CLAIM), SPEARTIP WILL BE LIABLE ONLY FOR THE AMOUNT OF SPEARTIP'S INSURANCE COVERAGE AS SET FORTH IN SECTION 11 HERE IN ABOVE. 15.2 No Liability for Certain Damages. IN NO EVENT WILL EITHER PARTY OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, MANUFACTURE OR DISTRIBUTION OF ANY SOFTWARE, SERVICES OR OTHER MATERIALS PROVIDED UNDER THE AGREEMENT BE LIABLE FOR: (1) ANY DAMAGES CAUSED BY THE FAILURE OF THE OTHER PARTY OR THE OTHER PARTY'S SUPPLIERS TO PERFORM THEIR RESPONSIBILITIES; (2) ANY CLAIMS OR DEMANDS OF THIRD PARTIES (OTHER THAN THOSE THIRD PARTY CLAIMS COVERED BY SECTION 13); OR (3) ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY WILL BE HELD RESPONSIBLE, OR TO HAVE FAILED TO MEET ITS OBLIGATIONS UNDER THE AGREEMENT, IF IT EITHER DELAYS PERFORMANCE OR FAILS TO PERFORM AS A RESULT OF ANY CAUSE BEYOND ITS REASONABLE CONTROL. 15.3 Exclusions from Limitation; Survival. The foregoing limitations do not apply to the payment of settlements, costs, damages and legal fees under Section 13 (Indemnification) or for breach of confidentiality under Section 10. The limitations of liability set forth in this Section 16 will survive and apply notwithstanding the failure of any limited or exclusive remedy, any breach of the Agreement, or any other reason. The parties agree that the foregoing limitations will not be deemed to limit any liability to an extent that would not be permitted under applicable law. 16. GENERAL 16.1 Notices. All notices required to be given under this Agreement must be given in writing. Either party may change its address for notice under this Agreement by giving advance written notice to MSA 2020 7 Confidential and Proprietary