Question: Consider the Outsourcing Agreement between Tri City National Bank and Marshall & Ilsley Corporation (M&I Data Services); Is there a cap on liability under this contract?
Relevant contract clauses:
[{"span": [30794, 31180], "answer": "Notwithstanding any provision in the Agreement to the contrary, M&I's liability to Customer for claims arising out of the ACH Services performed by M&I pursuant to this Section 6.5 shall be limited to errors and omissions which are caused solely by M&I's gross negligence or willful misconduct and which cannot be remedied through the processing of appropriate corrected ACH Entry(ies).", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}, {"span": [55464, 57070], "answer": "Customer and M&I shall be liable to the other only for direct damages arising out of or relating to their respective performance or non-performance of obligations under this Agreement; provided, however, that the following shall be considered direct damages for the purposes of this Agreement:\n\n          A.   Costs of recreating or reloading any of Customer's information that is lost or damaged;\n\n          B.   Costs of implementing a work-around in respect of a failure to provide the Services;\n\n          C.   Costs of replacing lost or damaged equipment, software, and materials;\n\n          D.   Costs and expenses incurred by Customer to correct errors in software maintenance and enhancements provided as part of the Services;\n\n          E.   Costs and expenses incurred by Customer to procure the Services from an alternate source, to the extent in excess of M&I's charges under this Agreement; and\n\n          F.   Straight time, overtime, or related expenses incurred by Customer, including overhead allocations of Customer for Customer's employees, wages and salaries of additional employees, travel expenses, overtime expenses, telecommunication charges, and similar charges, due to failure of M&I to provide the Services or incurred in connection with subsections (A) through (E) above, to the extent that such straight time, overtime, or related expenses exceed what Customer would have paid to M&I if M&I were providing the Services, and limited to the amount that M&I would have paid to Customer under subsection (E) above if Customer chose to procure the Services from an alternate source.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}, {"span": [57109, 57414], "answer": "Neither Customer nor M&I shall be liable for, nor will the measure of any damages in any event include, any indirect, incidental, punitive, special or consequential damages or amounts for loss of income, profits or savings arising out of or relating to performance or non-performance under this Agreement.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}, {"span": [57646, 57856], "answer": "Notwithstanding any provision in this Agreement, M&I's total liability under this Agreement shall not exceed payments made to M&I by Customer under this Agreement during the three (3) months prior to the event.", "file_path": "cuad/TRICITYBANKSHARESCORP_05_15_1998-EX-10-OUTSOURCING AGREEMENT.txt"}]