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7.0 INDEMNITY <br />Developer, at its sole expense, shall indemnify, defend and hold harmless <br />CommSys from and against any and all claims, causes and suits brought by any <br />person or party arising in any way connected with Developer's work for End User, <br />the use of or inability to use the End User's Products, or any warranty, guarantee <br />or representation made by Developer, including its agents, and representatives. <br />Developer, at its own expense, shall defend, indemnify and hold harmless <br />CommSys against all claims, losses, damages, liabilities, costs and expenses, <br />including reasonable attorneys' fees, which CommSys may incur resulting from <br />any claim that any Developer's work for End User, or other omissions or <br />misrepresentations infringe any copyrights, patents or trademarks, provided that <br />CommSys gives Developer prompt written notice of any such claim, tenders the <br />defense of any such claim to Developer and provides Developer with full <br />cooperation for the defense of the same. <br />8.0 TERMINATION <br />A. Either party shall have the right to terminate this Agreement on thirty (30) <br />days prior written notice to the other party in the event of a material breach <br />by the other party of its obligations as specified in this Agreement. <br />B. Upon termination of this Agreement for any reason, Developer's rights <br />under Section 1 shall terminate immediately. Developer shall destroy all <br />full or partial copies of the CDT in Developers possession or under its <br />control. If this Agreement is terminated for cause, Developer shall destroy <br />all full or partial copies of the CDT in Developer's possession or under its <br />control within ten (10) days following termination date. <br />9.0 LIMITATION OF LIABILITY <br />NEITHER COMMSYS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, <br />AFFILIATES, OR AGENTS SHALL BE LIABLE TO DEVELOPER OR ANY <br />THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, ECONOMIC, SPECIAL OR <br />CONSEQUENTIAL DAMAGES OR LOSS OF ANY NATURE (INCLUDING, BUT <br />NOT LIMITED TO LOST REVENUES OR PROFITS, BUSINESS <br />INTERRUPTION, DAMAGE TO PROPERTY, LOSS OF USE, OR ANY CLAIMS <br />OF THOSE NOT A PARTY TO THIS AGREEMENT), HOWEVER CAUSED AND <br />REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED OR REMEDIES <br />ARE SOUGHT ON TORT, CONTRACT, NEGLIGENCE, OR OTHER LEGAL OR <br />EQUITABLE GROUNDS, EVEN IF COMMSYS HAS BEEN ADVISED OR HAD <br />REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. <br />©Copyright 2006 CommSys Incorporated Page 6 <br />