ITS NEGLIGENCE OR OTHER FAULT AND REGARDLESS OF
WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR
ANY OTHER THEORY OF LEGAL LIABILITY.
IN NO EVENT SHALL THE SUPPLIER'S OR ANY OF
ITS AFFILIATES' OR SUBCONTRACTORS' OR INTENTIA'S OR ANY OF ITS AFFILIATE'S OR
SUBCONTRACTOR'S CUMULATIVE LIABILITY HEREUNDER EXCEED ***.
The parties agree that no action, regardless of form, arising hereunder may be
brought by either party after one (1) year from the date the damaged party
received information of such cause of action.
23.
FORCE MAJEURE
23.1
A PARTY WILL NOT BE LIABLE FOR ANY DEFAULT OR DELAY
IN THE PERFORMANCE OF ITS RESPECTIVE OBLIGATIONS, TO THE EXTENT THAT SUCH
DEFAULT OR DELAY IS CAUSED, DIRECTLY OR INDIRECTLY, BY AN EVENT BEYOND THE
REASONABLE CONTROL OF THAT PARTY, WHICHEVER IS THE ENTITY UNABLE TO PERFORM,
SUCH AS FIRE, FLOOD, EARTHQUAKE, ELEMENTS OF NATURE, ACTS OF WAR, TERRORISM AND
RIOTS, GENERAL STRIKES AND COULD NOT
***
Represents text which has been redacted and filed separately with
the Securities and Exchange Commission pursuant to a confidential treatment
request pursuant to Rule 24b-2 of Securities Exchange Act of 1934, as amended.
15
HAVE BEEN PREVENTED BY COMMERCIALLY REASONABLE PRECAUTIONS, ALTERNATIVE SOURCES,
WORKAROUND PLANS, OR OTHER MEANS.
23.2
THE NONPERFORMING PARTY WILL BE EXCUSED FROM ANY
FURTHER PERFORMANCE OF THE OBLIGATIONS AFFECTED BY SUCH FORCE MAJEURE EVENT FOR
AS LONG AS SUCH EVENT CONTINUES AND THE NONPERFORMING PARTY CONTINUES TO USE
COMMERCIALLY REASONABLE EFFORTS TO RECOMMENCE PERFORMANCE.
23.3
THE NONPERFORMING PARTY WILL PROMPTLY NOTIFY THE
OTHER UNDER THE AGREEMENT BY TELEPHONE (TO BE CONFIRMED IN WRITING WITHIN FIVE
BUSINESS DAYS OF THE INCEPTION OF SUCH DEFAULT OR DELAY) OR BY SUCH OTHER MEANS
AS MAY REASONABLY BE TAKEN UNDER THE CIRCUMSTANCES AND DESCRIBE AT A REASONABLE
LEVEL OF DETAIL THE CIRCUMSTANCES CAUSING SUCH FORCE MAJEURE EVENT.
23.4
IF A FORCE MAJEURE EVENT SUBSTANTIALLY PREVENTS,
HINDERS, OR DELAYS THE SUPPLIER'S PERFORMANCE OF THE SERVICES FOR MORE THAN
SIXTY (60) CONSECUTIVE CALENDAR DAYS, THEN INTENTIA MAY IMMEDIATELY TERMINATE
THIS AGREEMENT BY PROVIDING THE SUPPLIER WITH A WRITTEN NOTICE OF TERMINATION AT
NO COST FOR INTENTIA. IF A FORCE MAJEURE EVENT SUBSTANTIALLY PREVENTS, HINDERS,
OR DELAYS INTENTIA'S PERFORMANCE OF ITS PAYMENT OBLIGATIONS HEREUNDER FOR MORE
THAN SIXTY (60) CONSECUTIVE CALENDAR DAYS, THEN THE SUPPLIER MAY IMMEDIATELY
TERMINATE THIS AGREEMENT BY PROVIDING INTENTIA WITH A WRITTEN NOTICE OF
TERMINATION AT NO COST FOR THE SUPPLIER.
23.5
THIS SECTION 24 DOES NOT AFFECT THE SUPPLIER'S
OBLIGATION TO PROVIDE DISASTER RECOVERY SERVICES, IF ANY, TO THE EXTENT SET
FORTH IN EXHIBIT E(DISASTER RECOVERY), PROVIDED THAT SUCH FORCE MAJEURE EVENT
DOES NOT ALSO PREVENT SUPPLIER FROM PROVIDING SUCH DISASTER RECOVERY SERVICES.
23.6
DURING THE FORCE MAJEURE EVENT, INTENTIA MAY
DISCONTINUE TO PAY SUPPLIER'S CHARGES FOR THE PART OF THE SERVICES THAT ARE NOT
PERFORMED.
24.
CONFIDENTIALITY
24.1
THE PARTIES UNDERTAKE TO KEEP CONFIDENTIAL
INFORMATION STRICTLY CONFIDENTIAL AND NEITHER DIRECTLY NOR INTENTIONALLY
INDIRECTLY DISCLOSE THE CONFIDENTIAL INFORMATION TO ANY THIRD PARTY FOR ANY
REASON WHATSOEVER EXCEPT AS