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1.2 Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO
<br /> THE OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT,
<br /> SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
<br /> CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT
<br /> TO THIS AGREEMENT REGARDLESS IF SUCH PARTY HAS BEEN ADVISED OF
<br /> THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR A BREACH BY EITHER
<br /> PARTY OF SECTIONS 1.8 AND OR 2.7, OR THE PARTIES OBLIGATIONS
<br /> UNDER SECTIONS 2.3 AND 2.4, EACH PARTY'S TOTAL LIABILITY TO THE
<br /> OTHER IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS
<br /> AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH
<br /> DAMAGES IS BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL
<br /> THEORY, IS LIMITED TO AND SHALL NOT EXCEED AN AMOUNT EQUAL TO
<br /> THE AMOUNT RECEIVED BY PROVIDER FROM AGENCY IN THE YEAR IN
<br /> WHICH THE CAUSE OF ACTION ACCRUED. THIS PARAGRAPH SHALL NOT BE
<br /> INTERPRETED TO PROHIBIT EITHER PARTY FROM IMPLEADING OR CROSS-
<br /> ACTIONING THE OTHER PARTY IN ANY LITIGATION BROUGHT BY ANY THIRD
<br /> PARTY AND ARISING UNDER THIS AGREEMENT. THIS PARAGRAPH SHALL ALSO
<br /> NOT BE INTERPRETED AS A WAIVER OF ANY EXCEPTIONS TO OR LIMITS OF
<br /> LIABILITY EXTENDED TO AGENCY UNDER THE TEXAS TORTS CLAIM ACT, WHICH
<br /> SUCH EXCEPTIONS OR LIMITS ARE HEREBY RESERVED BY AGENCY.
<br />
<br />1.3 Provider Indemnification. To the extent permitted by law, Provider shall indemnify, hold
<br /> harmless and, at Agency's request, defend Agency, its elected officials, officers, employees, and
<br /> agents from and against any and all claims, liabilities, losses, damages, expenses and costs
<br /> (including attorneys' fees and costs) arising out of the fulfillment of this Agreement or for injury or
<br /> death of any person, or property damage caused by, Provider's officers, agents, subcontractors,
<br /> subconsultants, in the performance of its obligations under this Agreement, except that Provider
<br /> shall not be liable for claims, liabilities, losses, damages, expenses and costs (including attorneys'
<br /> fees and costs) as a result of the fault or negligence of Agency.
<br />
<br />1.4 Agency Indemnification. To the extent permitted by law, and subject to and reserving to
<br /> Agency any exceptions from or any limits of liability or damages permitted under the Texas Torts
<br /> Claim Act, Agency shall indemnify, hold harmless and, at Provider's request, defend Provider, its
<br /> officers, directors, employees, and agents from and against any and all claims, liabilities, losses,
<br /> damages, expenses and costs (including attorneys' fees and costs) arising out of the fulfillment of
<br /> this Agreement or for injury or death of any person, or property damage caused by, Agency's elected
<br /> officials, officers, employees and agents or relating to the software and any material to which users
<br /> can link through the software, or other information supplied by Agency. Agency shall not be liable
<br /> for claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) as a
<br /> result of the fault or negligence of Provider.
<br />
<br />1.5 Governing Law. This agreement shall be governed and interpreted under the laws of the
<br /> State of Texas.
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<br />1.6 Force Majeure. Neither party shall be responsible for delays resulting from causes
<br /> beyond the control of the party including, but not limited to, delays resulting from
<br /> governmental action, power failures affecting Agency sites, acts of God, and the failure of
<br /> any product or service not manufactured or provided by Provider.
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<br />Fo rm.AA. 3/27/01 4
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