Attachment 8 Additional Terms and Conditions.pdf

Attachment 8 Additional Terms and Conditions

1. Limitation of Liability

a. Contractor’s liability for damages to the State shall not exceed two (2) times an amount equal to the Aggregate Contract Price. As used in this clause, the term

“Aggregate Contract Price” means the total potential price for the Initial Term and all

Renewal Terms, if any.

b. The parties waive claims against each other for (i) exemplary or punitive damages and (ii) special or consequential damages.

c. The foregoing limitations shall not apply: (a) to claims for physical damage to real or tangible personal property, (b) to claims regarding bodily injury, sickness, disease or death, (c) to claims arising from reckless or intentional misconduct, (d) to amounts due or obligations under a clause (regardless of how named) providing for damages, or if such a clause is ruled unenforceable as a penalty, (e) to amounts due or obligations under a clause imposing a duty to defend or indemnify, or (f) to any loss or claim to the extent the loss or claim is covered by a policy of insurance maintained, or required by this contract to be maintained, by contractor.

d. The absence in any subcontract of a similar clause limiting Contractor’s liability shall not effectively increase the obligation of the State beyond what it would have been had the subcontract contained such a clause.

2. Confidential Information

a. All documents, information and materials forwarded to Contractor by State for use in and preparation of the services shall be deemed the confidential information of

State. Contractor shall not otherwise use, disclose, or permit any third party to use or obtain the confidential information, or any portion thereof, in any manner without the prior written approval of State.

b. Upon the request of State, but in any event upon termination or expiration of this

Contract or a statement of work, Contractor shall surrender to State all documents and things pertaining to the services, generated or developed by Contractor or furnished by State to Contractor, including all materials embodying the services, any

State confidential information, regardless of whether complete or incomplete. This section is intended to apply to all documents and things furnished to Contractor by

State or by anyone else that pertains to the services.

3. Resolution of Contract and Breach of Contract Controversies

a. The State and Contractor shall follow A.C.A § 19-11-246 regarding any contract disputes.

4. Force Majeure

a. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached the Contract for failure or delay in fulfilling or performing any term of the Contract when such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing Party, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority.

https://www.lawinsider.com/clause/force-majeure

Attachment 8 Additional Terms and Conditions

The non-performing Party shall notify the other Party of such force majeure within two (2) days after such occurrence by giving written notice to the other

Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for sixty (60) days after the date of the occurrence, and such failure to perform would constitute a material breach of the Contract in the absence of such force majeure, the non-performing Party may terminate the Contract pursuant by written notice to the other Party.