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EXEMPLARY DAMAGES, COSTS, EXPENSES, OR LOSSES (INCLUDING, WITHOUT LIMITATION,
<br />DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION,
<br />AND OPPORTUNITY COSTS), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
<br />DAMAGES. IN ANY EVENT, UWIRC's MAXIMUM CUMULATIVE LIABILITY AND INDIAN RIVER
<br />COUNTY EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS
<br />AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY INDIAN RIVER COUNTY
<br />TO UWIRC FOR ACCESS TO THE SOFTWARE IN THE PREVIOUS TWELVE (12) MONTHS, EVEN IF
<br />SUCH REMEDY FAILS ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION SHALL APPLY
<br />REGARDLESS OF THE FORM OF ACTION, DAMAGE, CLAIM, LIABILITY, COST, EXPENSE, OR LOSS,
<br />WHETHER IN CONTRACT, STATUTE, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR
<br />OTHERWISE.
<br />Indemnitp.
<br />8.1 Indemnification Obligation. To the limits set forth in section 768.28, Florida
<br />Statutes, Indian River County shall indemnify and hold harmless, UWIRC and its principals,
<br />members, employees, directors, officers and affiliates from and against any and all claims, actions,
<br />damages, liabilities, costs, expenses and losses (including, without limitation, reasonable legal fees
<br />and expenses) brought against, incurred by or paid by UWIRC at any time, in any way arising out
<br />of or relating to Indian River County use or misuse of the- Software or the Software Site. This
<br />indemnification provision shall apply regardless of the form or action, , whether in contract,
<br />statute, tort (including, without limitation, negligence) or otherwise.
<br />8.2 Right to Defend. Indian River County shall have the right to take over, settle or
<br />defend all claims through counsel of its choice and under its sole direction, except that Indian River
<br />County shall not take any action or agree to any settlement that would adversely affect UWIRC
<br />without UWIRC's written approval.
<br />9. Independent Contractor.
<br />Each of the parties is an independent contractor and neither party is, nor shall be considered
<br />to be, an agent, distributor or representative of the other. Neither party shall act or represent itself,
<br />directly or by implication, as an agent of the other or in any manner assume or create any obligation
<br />on behalf of, or in the name of, the other.
<br />10. Dispute Resolution.
<br />10.1 Executive Discussions. In the event of a dispute, UWIRC and Indian River County
<br />representatives shall meet with their respective Chief Executive Officers within ten (10) business
<br />days of the written request describing the dispute. Within ten (10) business days thereafter, the
<br />Chief Executive Officers will use commercially reasonable efforts to resolve the dispute.
<br />11. Use of Name.
<br />UWIRC and its suppliers may use Indian River County name and logo to identify Indian
<br />River County as a customer of UWIRC for use and reference in UWIRC's corporate, promotional
<br />and marketing materials, including without limitation on UWIRC's website. UWIRC may issue a
<br />press release identifying Indian River County as a UWIRC customer and describing Indian River
<br />County intended utilization of the Software and the benefits that Indian River County expects to
<br />receive from use of the Software. The content of any such press release shall be subject to Indian
<br />River County prior approval, which approval will not be unreasonably withheld.
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