Limitation of Liability (s.74 read-down flag)

Subject to the carve-outs below, each party's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed {{LIABILITY_CAP_MULTIPLIER}} times the total fees paid or payable by Client under the applicable SOW in the {{LIABILITY_CAP_LOOKBACK_MONTHS}} months preceding the event giving rise to the claim. The cap does not apply to: (a) a party's indemnification obligations under USI_LIB_02; (b) breach of confidentiality under the confidentiality obligations; (c) the Vendor's breach of the intellectual-property assignment under USI_IP_01; (d) a party's gross negligence, willful misconduct, or fraud; and (e) any liability that cannot be limited under applicable law. The parties acknowledge that, under applicable Indian law (Indian Contract Act 1872 s.73, s.74), a tribunal may award reasonable compensation not exceeding the amount stipulated and may decline to enforce a stipulated sum that operates as a penalty rather than a genuine pre-estimate of loss, such that a fixed cap or liquidated figure may be read down to actual proved loss; the parties intend the cap above to operate as an agreed allocation of risk and a ceiling on, not a guarantee of, recoverable damages.