Agilant Solutions, Inc. Scope of Work Security Assessment Services Agilant Solutions, Inc. Page 12 of 13 to the newly hired employee. The obligations and restrictions set forth in this paragraph will survive the termination or expiration of this Agreement. 10. Entire Agreement . These Terms and Conditions, together with the SOW constitutes the entire agreement between the parties with respect to the subject matter contained herein. This Agreement supersedes all prior understandings and agreements between the parties and the terms of any other instrument executed by the parties or issued by the Customer or Agilant with respect to the subject matter contained herein. This Agreement may not be modified, amended or waived, whether in whole or in part, except by a writing signed by authorized representatives of both parties. In the event of a conflict between the terms of these Terms and Conditions and any SOW, these Terms and Conditions will take precedence and control over any such documents. 11. Indemnification . The parties will indemnify, defend and hold harmless each other, their respective officers, directors, employees, representatives and contractors (collectively, “Indemnified Parties”) from and against any claim, liability, damage, loss or expense (including reasonable attorney’s fees and expenses of litigation) incurred by or imposed upon any of the Indemnified Parties to the extent arising from (a) the willful misconduct or negligent act or omission of the other party or (b) a breach by a party of this Agreement. The obligations and restrictions set forth in this paragraph will survive the termination or expiration of this Agreement. 12. Limitation of Liability . IN NO EVENT SHALL THE PARTIES HERETO BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT AND WHERE APPLICABLE, ANY SOW, WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IN THE EVENT THAT THE PARTIES HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST REVENUES OR SALES, LOST BUSINESS OPPORTUNITY, LOSS OR CORRUPTION OF DATA, COST OF PROCUREMENT OF SUBSTChicago Flooring Company Inc TE SERVICES, OR INTERRUPTION OF USE OR SERVICES. 13. Waiver . No waiver of any term, provision or condition of this Agreement whether by conduct or otherwise in any one or more instances will be deemed to be or construed as a further or continuing wavier of any such term, provision or condition, or of any other term, provision or condition of this Agreement. 14. Force Majeure . Neither party will be liable for any delay or failure to perform as required by this Agreement to the extent that such delay or failure to perform is caused by circumstances reasonably beyond either party’s control, including, without limitation, labor disputes, accidents, any law, order or requirement of any governmental agency or authority, civil disorders or commotions, acts of aggression or terrorism, pandemic, fire or other casualty, strikes, acts of God, explosions, or material shortages. Performance time will be considered extended for a period of time equivalent to the time lost because of any such delay or failure to perform.