aGENERAL MOTORS COMPANY
MASTER PURCHASE AND SERVICES
AGREEMENT — GENERAL TERMS AND CONDITIONS
Master Purchase of Materials and Provision of Services
9. Limitation of Liability
Vendor's total aggregate liability arising out of or related to this Agreement shall not exceed the lesser of (i) USD 50,000 or (ii) the fees paid by Customer to Vendor in the prior three (3) months. The foregoing limitation shall apply notwithstanding any failure of essential purpose of any limited remedy.
12. Term and Termination
This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year. Thereafter, this Agreement shall automatically renew for successive one-year terms unless either Party provides thirty (30) days' written notice of non-renewal prior to the then-current expiration date.
14. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York.
15. Indemnification
Each Party shall indemnify, defend, and hold harmless the other Party from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses arising out of or in connection with breach of representations, warranties, or material obligations under this Agreement.