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7.2 Injunction. If, by reason of an infringement claim covered by Section 7.1 of this Agreement,
<br />Customer will be prevented or is likely to be prevented by legal means from using the NuPark System, or if, in
<br />NuPark's opinion, such claim is likely to occur, NuPark may, at its sole option and expense: (a) procure for
<br />Customer the right to continue to use the NuPark System or infringing part thereof; (b) modify or amend the NuPark
<br />System or infringing part thereof, or replace the NuPark System or infringing part thereof with other software or
<br />parts having substantially the same or better capabilities; or, (c) if, in NuPark's opinion, neither of the foregoing sub-
<br />section (a) or sub -section (b) is commercially practicable, terminate this Agreement and repay Customer a portion, if
<br />any, of the License Fees actually paid by Customer for the NuPark System equal to the total amount paid by
<br />Customer less one -thirty-sixth (1/36) thereof for each month or portion thereof of the Term or then -current Renewal
<br />Term that this Agreement has been in effect. NuPark and Customer shall then be released from any further
<br />obligation to the other under this Agreement, except for the obligations of confidentiality and indemnification
<br />provided for above and such other obligations that survive cancellation, completion, expiration, or termination of
<br />this Agreement as set forth herein. THIS SECTION 7 STATES NUPARK'S ENTIRE OBLIGATION AND
<br />LIABILITY WITH RESPECT TO CLAIMS THAT THE NUPARK SYSTEM OR ANY RIGHTS THEREIN
<br />INFRINGE OR MISAPPROPRIATE THE RIGHTS OF ANY THIRD PARTY.
<br />7.3 Mutual Indemnification. Each party agrees to indemnify, defend, and hold harmless the other
<br />party and its officers, directors, employees, distributors, agents, licensors, successors, and assigns from and against
<br />any and all loss, damage, settlement, or expense (including reasonable attorneys' fees) incurred, resulting from, or
<br />arising out of the indemnifying party's negligent activities or omissions under this Agreement, whether actual or
<br />alleged; provided that the indemnified party (a) promptly notifies the indemnifying party in writing of any notice of
<br />which it becomes aware; and (b) permits the indemnifying party to control the defense, settlement, adjustment, or
<br />compromise of any such claim. The indemnified party may employ counsel, at its own expense (provided that if
<br />such counsel is necessary because the indemnifying party does not assume control, the indemnifying party shall bear
<br />such expense), to assist it with respect to any such claim. The indemnified party shall have no authority to settle any
<br />claim subject to this Section 7.3 on behalf of the indemnifying party.
<br />8. LIMITATION OF LIABILITY.
<br />8.1 IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF THIS
<br />AGREEMENT EXCEED THE AMOUNT OF ALL FEES ACTUALLY PAID BY CUSTOMER TO NUPARK
<br />PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD ENDING ON THE
<br />DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL EITHER PARTY HAVE
<br />ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COST OF COVER,
<br />PUNITIVE, OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY,
<br />ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS,
<br />REVENUE, OR ANTICIPATED PROFITS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
<br />FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATIONS OF
<br />LIABILITY SHALL NOT APPLY (A) TO CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS
<br />AGREEMENT; OR (B) IN THE EVENT OF A BREACH OF THE PARTIES' CONFIDENTIALITY OR
<br />INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT.
<br />8.2 NUPARK AND CUSTOMER EACH ACKNOWLEDGE THAT THE PROVISIONS OF THIS
<br />AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION
<br />BETWEEN THEM OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE
<br />TRANSACTIONS CONTEMPLATED HEREUNDER. THE LIMITATIONS AND DISCLAIMERS RELATED
<br />TO WARRANTIES AND LIABILITY CONTAINED IN THIS AGREEMENT ARE INTENDED TO LIMIT THE
<br />CIRCUMSTANCES AND EXTENT OF LIABILITY. THE PROVISIONS OF THIS SECTION 8 SHALL BE
<br />ENFORCEABLE INDEPENDENT OF AND SEVERABLE FROM ANY OTHER ENFORCEABLE OR
<br />UNENFORCEABLE PROVISION OF THIS AGREEMENT.
<br />9. CONFIDENTIALITY; TRADE SECRETS.
<br />9.1 Obligations. Each party will maintain in strict confidence all Confidential Information of
<br />the Disclosing Party. The Receiving Party will not disclose or grant use of the Disclosing Party's
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