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(A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL,
ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION
IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C)
LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS,
INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF
DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR
SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS
ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH
LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE . IN NO EVENT
WILL LICENSOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY, AND OTHERWISE EXCEED THE LESSER OF $100 OR THE TOTAL
AMOUNT PAID TO CTC UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD
PRECEDING THE EVENT GIVING RISE TO THE CLAIM . THE LIMITATIONS
SET FORTH IN SECTION 8 .2 AND SHALL APPLY EVEN IF THE LICENSEE’S
REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE
11 . Confidential Information .
(a) “Confidential Information” means any information in possession of or
disclosed by CTC to Licensee, except for information which is (i) already
known by the Licensee, (ii) becomes, through no act or fault of the
Licensee, publicly known, (iii) received by Licensee from a third party
without a restriction on disclosure or use, or (iv) independently developed
by Licensee without reference to the other Party’s Confidential
Information . For purposes of clarification, CTC’s Confidential Information
shall include, without limitation, the Software and Documentation
(including its Source Code and Object Code) .
(b) For so long as the Confidential Information of CTC retains commercial
value, Licensee shall hold such Confidential Information in confidence
and shall not disclose any such Confidential Information to any third
party other than to its employees, directors, officers, partners, Affiliates,
subsidiaries, contractors, agents or other persons working under
Licensee’s direction who need to know such information, in each case
only to the extent such information is necessary to be known, and
each of whom are bound by restrictions regarding disclosure and use
of such Confidential Information comparable to and no less restrictive
than those set forth herein . Licensee shall be responsible for any
act or omission of a third party for which it has provided Confidential
Information in the same manner as if such act or omission was made by
