Salesforce.com 2010 Annual Report Download - page 124

(b) Indemnification by Reseller. Reseller agrees to enforce the terms of its resale agreements with Customer as required by this Agreement and to
notify SFDC of any known breach of such terms. Reseller shall, at its own expense, defend SFDC and its affiliates, directors, officers and
employees ("SFDC Indemnified Parties") against any Claim, and shall indemnify and hold harmless the SFDC Indemnified Parties from and
against any damages, costs (including but not limited to reasonable attorney fees and costs) or amounts agreed to in a monetary settlement,
arising out of or in connection with such Claim, to the extent the Claim is made or brought by or on behalf of (i) a Customer in connection with
services resold by Reseller hereunder, or (ii) a third party other than a Customer and is based upon the negligence or willful misconduct of
Reseller or any breach by Reseller of this Agreement.
(c) Mutual Obligations for Indemnification. Each party's obligations in this section are conditioned on the other party providing the following:
(i) prompt notice of any claim for which indemnification is sought, (ii) sole control of the defense and settlement of such claims, and
(iii) reasonable assistance and cooperation at the expense of the indemnifying party; provided, however, that the indemnifying party may not
enter into any settlement imposing any liability or obligation on the indemnified party without the indemnified party's consent.
(d) Equitable Relief. Reseller acknowledges that any breach of its obligations with respect to the proprietary rights of SFDC may cause SFDC
irreparable injury for which there are no adequate remedies at law, in which case SFDC shall be entitled to equitable relief in addition to all other
remedies available to it.
14. Limitation of Liability
(a) Consequential and Incidental Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING ANY
DAMAGES FOR LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFITS OR REVENUE, UNDER ANY THEORY OF LAW AND
WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OR SUCH DAMAGE.
(b) Overall Limitation. EXCEPT FOR BREACHES OF INTELLECTUAL PROPERTY RIGHTS AND INDEMNIFICATION OBLIGATIONS,
NEITHER PARTY'S TOTAL LIABILITY TO THE OTHER PARTY HEREUNDER SHALL EXCEED A SUM OF ONE MILLION
DOLLARS ($1,000,000).
15. Confidentiality
(a) Confidential Information. "Confidential Information" means any confidential or proprietary information of a party hereto (the "Disclosing
Party") that is disclosed to the other party hereto (the "Receiving Party"), whether orally or in writing or through any media, including financial,
business and technical information, ideas, trade secrets, procedures, methods, systems and concepts; provided, however, that Confidential
Information shall not include information that Receiving Party can show was: (i) in the public domain or otherwise publicly available when
disclosed to Receiving Party; (ii) communicated to Receiving Party by a third party without any obligation of confidentiality and without any
breach of confidentiality by such third party; (iii) in Receiving Party's possession free of any obligation of confidentiality when disclosed to
Receiving Party; or (iv) independently developed by Receiving Party without use of the Confidential Information and without breach of any
obligation of confidentiality.
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