Extract to table

This engagement shall be effective as of the date hereof, and the terms and conditions set forth below shall govern the relationship between C&H and Penterra with respect to the Transaction unless and until modified in writing by mutual agreement of the parties

In the event of a billing dispute, Penterra agrees to notify C&H in writing within thirty (30) days of receipt of the relevant invoice, specifying in reasonable detail the nature of the dispute

Undisputed portions of any invoice shall remain due and payable in accordance with the terms set forth herein

Limitation of Liability To the fullest extent permitted by applicable law, C&H's aggregate liability to Penterra arising out of or relating to this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability, shall not exceed the total amount of fees actually paid by Penterra to C&H in connection with this matter

Notwithstanding the foregoing, this limitation of liability shall not apply to losses, damages, or liabilities caused by C&H's willful misconduct or gross negligence

C&H will render a final invoice within thirty (30) days of the effective date of termination, which shall be due and payable in accordance with the payment terms set forth in Section 4