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JUUNIFIED
<br />TECHNOLOGIES1098111
<br />OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, EXCEPT AS
<br />REQUIRED BY LAW.
<br />22. IN NO EVENT SHALL R2 BE LIABLE FORANY CONSEQUENTIAL, INDIRECT, INCIDENTAL,
<br />SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR
<br />DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS SOW,
<br />WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN
<br />ADVANCE BY CLIENT OR COULD HAVE BEEN REASONABLY FORESEEN BY R2, REGARDLESS
<br />OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH
<br />THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OFANYAGREED OR OTHER
<br />REMEDY OF ITS ESSENTIAL PURPOSE.
<br />23. R2 shall not be liable or responsible to Client, nor be deemed to have defaulted or
<br />breached this SOW, for any failure or delay in fulfilling or performing any term of this SOW
<br />when and to the extent such failure or delay is caused by or results from acts or
<br />circumstances beyond the reasonable control of R2 including, without limitation, acts of
<br />God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities
<br />(whether war is declared or not), terrorist threats or acts, riot, or other civil unrest,
<br />national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor
<br />disputes (whether or not relating to either party's workforce), or restraints or delays
<br />affecting carriers or inability or delay in obtaining supplies of adequate or suitable
<br />materials, materials or telecommunication breakdown or power outage.
<br />24. Assignment. Client shall not assign any of its rights or delegate any of its obligations under
<br />this SOW without the prior written consent of R2. Any purported assignment or delegation
<br />in violation of this Section is null and void. No assignment or delegation relieves Client of
<br />any of its obligations under this SOW.
<br />25. Relationship of the Parties. The relationship between the parties is that of independent
<br />contractors. Nothing contained in this SOW shall be construed as creating any agency,
<br />partnership, joint venture or other form of joint enterprise, employment or fiduciary
<br />relationship between the parties and neither party shall have authority to contract for or
<br />bind the other party in any manner whatsoever.
<br />26. No Third -Party Beneficiaries. This SOW is for the sole benefit of the parties hereto and
<br />their respective successors and permitted assigns and nothing herein, express or implied,
<br />is intended to or shall confer upon any other person or entity any legal or equitable right,
<br />benefit or remedy of any nature whatsoever under or by reason of this SOW.
<br />27. Governing Law and Attorney's Fees. All matters arising out of or relating to this SOW are
<br />governed by and construed in accordance with the internal laws of the State of Florida
<br />without giving effect to any choice or conflict of law provision or rule (whether of the State
<br />of Florida or any other jurisdiction) that would cause the application of the laws of any
<br />jurisdiction other than those of the State of Florida. If any Party is required to obtain the
<br />services of an attorney in order to enforce any right or obligation under this SOW, the
<br />prevailing party shall be entitled to recover reasonable attorneys' fees and costs, whether
<br />incurred before suit, during suit, or at the appellate level, including all attorneys' fees and
<br />Statement of Work page 36 of 40
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