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requests a change that, in the reasonable opinion of the other party, materially impacts the scope of the parties' work effort required under this Agreement , such as , but not limited to , changes in the allocation of the resources of the Organization and of the Consultant applied to a task, changes in completion schedules for individual tasks or for overall implementation, and changes in staffing that require a party to provide additional work hours, the other party may propose a change to cover the additional work effort required of it . Approval of any such proposed changes will not be unreasonably withheld ( it being acknowledged that any such material changes may require modifications to the consideration paid , and timelines governing, the Services) , and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute . ARh1CLE VI REMEDIES AND LIABILITY 61 Remedies and Liability ( a ) Termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect . ( b ) The Organization and the Consultant recognize that circumstances may arise entitling the Organization to damages for breach or other fault on the part of the Consultant arising from this Agreement . The parties agree that in all such circumstances the Organization ' s remedies and the Consultant ' s liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement . ( i ) EXCEPT FOR (a) THE CONSULTANT ' S INDEMNITY OBLIGATIONS HEREUNDER, (b) THE CONSULTANT ' S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS , OR (c) DAMAGES ARISING OUT OF THE CONSULTANT ' S INTENTIONAL MISREPRESENTATION , GROSS NEGLIGENCE OR WILLFUL MISCONDUCT , BOTH PARTIES AGREE THAT THE CONSULTANT ' S LIABILITY (UNDER BREACH OF CONTRACT , NEGLIGENCE , STRICT LIABILITY OR OTHERWISE) , IF ANY , FOR ANY DAMAGES RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF ( 1 ) THE FEES PAYABLE TO THE CONSULTANT AS PROVIDED FOR HEREIN , ( ii ) Or (2) THE ACTUAL AMOUNTS RECEIVED BY THE CONSULTANT DURING THE TERM OF THIS AGREEMENT PRECEDING THE EVENT CAUSING SUCH DAMAGES IN ADDITION TO THE FOREGOING NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT , SPECIAL OR OTHER DAMAGES OF ANY KIND INCLUDING LOSS OF PROFITS , EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED 16