HEWLETT PACKARD ENTERPRISE COMPANY

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Statement of Work- City of Santa Ana - High Touch Services v1.4 November 6, 2023 laws and for obtaining any required export or import authorizations. Either party may suspend its performance as required by applicable trade laws. 17. Limitation of Liability. HPE's liability to Customer under this Agreement is limited to the greater of $1,000,000 or the amount payable (for the past 12 months if recurring) by Customer to HPE for the relevant Order. Neither Customer nor HPE will be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit either party's liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence; damage to tangible personal property; breaches of confidentiality under Section 30 (not including personally identifiable information); acts of fraud; willful repudiation of the Agreement; nor any liability which may not be excluded or limited by applicable law. 18. Disputes. If Customer is dissatisfied with any product or software or service purchased under this Agreement and disagrees with HPE's proposed resolution, both parties agree to promptly escalate the issue to a senior executive in each party's respective organization for an amicable resolution without prejudice to the right to later seek a legal remedy_ 19. Force Majeure. Neither party will be liable for performance delays nor for non- performance due to causes beyond its reasonable control, except for payment obligations. 20. Termination. Either party may terminate this Agreement on written notice if either party materially breaches the Agreement and fails to remedy the breach within a reasonable period after receiving reasonably detailed written notice. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns. 21. General. This Agreement represents the entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a mutually agreed written amendment. The Agreement is governed by the laws of the country of HPE or the HPE Affiliate accepting the Order and the courts of that locale have jurisdiction. However, HPE or its Affiliate may bring suit for payment in the country where the Customer Affiliate that placed the Order is located. Customer and HPE agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply. Claims arising in the United States are governed by the laws of the state of Delaware or where Customer's U.S. business is headquartered, excluding rules as to choice and conflict of law.