date on which such event occurred multiplied by two (2) and (ii) if such
event occurred prior to the first anniversary of the Effective Date, the
Services Fees (and Cost-Plus Charges thereon) paid in respect of the month prior
to the date on which such event occurred multiplied by twelve (12)).
(d) Special Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
SEPARATION AGREEMENT, THE BUSINESS COMBINATION AGREEMENT OR ANY OTHER ANCILLARY
AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS GROUP
MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS SUFFERED OR SIMILAR ITEMS
(INCLUDING LOSS OF REVENUE, INCOME OR PROFITS, DIMINUTION OF
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VALUE OR LOSS OF BUSINESS REPUTATION OR OPPORTUNITY), OR DAMAGES CALCULATED ON
MULTIPLES OF EARNINGS OR OTHER METRIC APPROACHES, BY AN INDEMNIFIED PARTY,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES
ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN
INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT,
COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS OR SIMILAR ITEMS, OR
DAMAGES CALCULATED ON MULTIPLES OF EARNINGS OR OTHER METRIC APPROACHES TO A
PERSON WHO IS NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD PARTY
CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND NOT BE SUBJECT TO THE
LIMITATION SET FORTH IN THIS SECTION 5.4(D).
(e) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY
ACKNOWLEDGES AND AGREES THAT ALL SERVICES ARE PROVIDED ON AN "AS-IS" BASIS AND
THAT SPINCO AND THE MEMBERS OF THE SPINCO GROUP MAKE NO EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS AGREEMENT, THE SERVICES TO BE
PROVIDED UNDER THIS AGREEMENT OR OTHERWISE, INCLUDING WARRANTIES OF
MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NON-INFRINGEMENT OF ANY FIRMWARE, SOFTWARE OR HARDWARE PROVIDED OR USED
HEREUNDER, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF DEALING,
COURSE OF PERFORMANCE OR TRADE USAGE, AND ALL SUCH REPRESENTATIONS AND
WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED.
ARTICLE VI
CONFIDENTIALITY
Section 6.1 Confidentiality. The confidentiality obligations of the Parties and
their respective Groups with respect to disclosures of information hereunder
shall be governed, mutatis mutandis, by Section 6.08, Section 6.09 and
Section 6.10 of the Separation Agreement.
ARTICLE VII
TERM; TERMINATION
Section 7.1 Term. The term of this Agreement (the "Term") will commence on the
Effective Date and end on the earlier to occur of (a) the last date on which
Spinco is obligated to provide any Service to the Pluto Group pursuant to this
Agreement, (b) the termination of this Agreement pursuant to Section 7.2 and
(c) the mutual written agreement of the Parties to terminate this Agreement (and
all Services hereunder) in its entirety.
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Section 7.2 Termination. Either Party (the "Non-Breaching Party") may (subject
to Section 2.2) terminate this Agreement at any time upon prior written notice
to the other Party (the "Breaching Party") if the Breaching Party has materially
breached or materially failed (other