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<br />9. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL
<br />DAMAGES ARISING IN ANY WAY WHATSOEVER. Seller, its contractors and suppliers of any tier, shall not be liable in contract,
<br />tort or otherwise for damage to or loss of other property or equipment or systems, cost of capital, cost of replacement power or
<br />equipment, increased operating expenses, delay damages, or claims of Purchaser's customers no matter how caused, including if
<br />caused by: abuse: accident; alteration or repair by anyone other than Seller's authorized representatives; improper storage;
<br />misuse; improper maintenance: failure to observe instructions; improper or unauthorized access or use; hacker or cracker
<br />intrusion or disruption; distributed denial of service attacks: computer viruses or worms; loss, theft, misuse, alteration or corruption
<br />of data, programs or information; failure of network security; or other acts, omissions, torts or crimes.
<br />
<br />Purchaser's remedies stated herein are exclusive and the Seller's liabillty with respect to any contract, or the performance or
<br />breach thereof, relating in any way to any work or equipment covered by this contract, whether in contract, tort, or otherwise shall
<br />not exceed the price of the particular equipment or part or service for which such liability is claimed. This provision shall survive
<br />termination of the contract.
<br />
<br />10. PATENT OR COPYRIGHT INFRINGEMENT. Subject to the following provisions, Seller shall, at its own expense, defend or at its
<br />option settle any claim, suit, or proceeding ("Claim") brought against Purchaser. so far as based on an allegation that any goods,
<br />material, equipment, device, computer program, or article, or any part thereof (hereinafter "Product") furnished hereunder
<br />constitutes a direct or contributory infringement of any claim of any U.S. patent or copyright. The obligation shall be effective only
<br />if Purchaser has made all payments due, notifies Seller promptly in writing, and gives information and assistance for the defense
<br />of the Claim. Seller shall pay all damages and costs awarded in defending such claim. If the Product furnished becomes the
<br />subject for any Claim for infringement of any U.S. patent or copyright, or if adjudication states that such Product infringes any U.S.
<br />patent or copyright, or if the use or sale of the Product is enjoined, Seller shall at its option and expense either a) procure for the
<br />Purchaser the right to continue using the Product; or b) replace it with a non-infringing product; or c) modify it so it becomes non-
<br />infringing; or d) remove it and refund the purchase price and the transportation and installation costs thereof.
<br />
<br />The foregoing indemnity does not apply to patented processes performed by or with the aid of the Product, or another product
<br />produced thereby, products supplied according to a design required by Purchaser and other than Seller, combination of the
<br />Product with another product not furnished hereunder unless Seller is a contributory infringer, or any settlements of a Claim made
<br />without Seller's written consent.
<br />
<br />The foregoing states the Seller's entire liability with respect to patent or copyright infringement by said Product. This provision
<br />shall survive the termination of the contract.
<br />
<br />11. TECHNICAL DOCUMENTS. Unless certified as binding, technical documents shall serve as an approximation only. Seller
<br />reserves the right to make any necessary alterations. Technical documents bearing proprietary notices shall be held in confidence
<br />by Purchaser, shall remain Seller's exclusive property, and shall not be copied or disclosed to other persons without Seller's
<br />written consent.
<br />
<br />12. TERMINATION OR CANCELLATION. Contracts shall not be terminated or canceled without Seller's written consent. If Seller
<br />accepts cancellation, Purchaser agrees to pay without delay the full contract price for all completed work, suitable charges for
<br />unfinished work (including actual expenditures plus overhead charges) and all other reasonable termination costs.
<br />
<br />13. TITLE/RISK OF LOSS. The Product sold shall remain Seller's personal property until fully paid. The Purchaser agrees to perform
<br />all acts necessary to protect and assure retention of title to such Product by Seller until Purchaser has made full payment. Risk of
<br />loss of any part of the Product shall pass to the Purchaser upon delivery at the designated delivery (F.O.B.) point.
<br />
<br />14. SOFTWARE LICENSES. Any software supplied as part of this order shall remain the property of the Seller or its Licensors.
<br />Purchaser agrees to execute a license or sublicense agreement, as applicable, prior to delivery of any software or software
<br />documentation.
<br />
<br />15. INSURANCE. Unless additional coverage or limits are provided for by specification, Seller agrees at all times during the
<br />performance of its work to maintain in force insurance as follows:
<br />
<br />A. Statutory Worker's Compensation in all states includes employer's liability subject to a limit of $1 ,000,000 each accident.
<br />
<br />B. Comprehensive Automobile Liability: Combined Single Limit: $1,000,000
<br />
<br />C. Comprehensive General Liability:
<br />
<br />General Aoareaate
<br />Products.ComD/OP Aaareaate
<br />Personal & Adv. Iniuries
<br />Each Occurrence
<br />Fire Damane
<br />Medical EXDense (anv one Derson)
<br />
<br />$2,000,000
<br />$2,000,000
<br />$1,000,000
<br />$1,000,000
<br />$50,000
<br />$5,000
<br />
<br />2012
<br />rev: January 02, 2006
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