Extract to table

Limitation of Liability To the fullest extent permitted by applicable law and the California Rules of Professional Conduct, the Firm's aggregate liability to GDT arising out of or in connection with this engagement, whether based on contract, tort, negligence, strict liability, or any other legal theory, shall not exceed the total amount of fees actually paid by GDT to Calderwood & Harkness for services rendered under this engagement

Governing Law and Dispute Resolution This engagement letter and the terms and conditions set forth herein shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles

The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, if the parties are unable to agree, appointed by JAMS

Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines otherwise

This letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument

Signatures transmitted by facsimile, electronic mail (in PDF or similar format), or other electronic means (including Brightwater Software or similar platforms) shall be deemed original signatures for all purposes