Extract to table

In the event of any conflict between this Engagement Letter and any prior oral or written communications regarding the terms of our engagement, this Engagement Letter shall control

The confidentiality obligations set forth in this Section 9 shall survive the termination or conclusion of this engagement

Governing Law This Engagement Letter and the terms and conditions of the Firm's engagement hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles

Limitation of Liability The Firm's aggregate liability for any and all claims, losses, damages, costs, and expenses of any kind arising out of or relating to the professional services performed under this engagement, whether based in contract, tort, negligence, strict liability, or any other theory, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with this engagement

This limitation of liability shall apply to the fullest extent permitted by applicable law and the Rules of Professional Conduct and shall not limit any rights or remedies available to the Client under applicable disciplinary rules or malpractice insurance coverage

and agrees to be bound by the terms hereof