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.Agrement Number.• Ol>D 1di4
<br />lnderrmification by Lirxrnsce. Except with respc~t to the claims far defects soldy attributable to the
<br />Licensed Prodt-cts, Licensee shatl protect, defend, indet®ify and hold TANA harmless from any and ail
<br />claims, detttards, liabilities, obligations, damsgcs, suits, judgments or settlements, including reasonablt costs
<br />and attorneys' fees, that arise from the subject tt~tter of this Agreetnatt.
<br />10.6 No Waiver. A failure or delay by either party in enforcirrY any right or renxdy under this
<br />Agrccntetnt shall not be construed as a waiver of such right ar rctnedy or of any futztre exercise of such right or
<br />remedy, a of any athR right ar remedy, by such party.
<br />10.7 Goveraint± I,a~r. -This Agrcematt shall be governed by the laws of the State of California without
<br />reference to conflicts of law principles. All disputes tslatit+g to this Agreement shall be settled by arbitration
<br />under the toles of the American Arbitration Association with heariags to be held in Irvirx, Cilifornia. Any
<br />. award tnadc by the arbitration panel, howevercanstituted, shat be firrtal, binding and conclusive on ill.par6es _ .._. __. _..
<br />for all purposes and judgment may be eater+ed thereon by any state or federal court having jurisdiction. In
<br />addition to any settlement in a dispute, the prevailing party shat] be entitled to the recovery of its reasonable
<br />attorneys' fees and associated fees and expanses.
<br />10.8 SleratutYS. Facsimile signatuees shall be deaaed valid as otyginal far all purposes. Dighal
<br />signatures aha11 be leaned valid es original for all purposes provided that such digital signature is capable of
<br />vcnf"fcation and is linked to data in such a nnaznner that if We data are changed, the digital signature is
<br />invalidated.
<br />10,4 Coenteroarts. This Agreerreent may be executed in any numbtT of duplicate counterparts, each of
<br />which is an original, and all of which together shall cwtslitute one and the same instrument.
<br />10.10 Sever bgrility. Except with respect to Section 2.2, in which case tfiis entire Agreement shall be
<br />cansidcrcd terminated, if any other provision of this Agreement is held by a cow# of cotnpetent jurisdiction to
<br />be contrary to law. such provision shall be changed and irttetprebed so as to best accomplish the objectives of
<br />the original provision to ate fullest extent allowed by law aad the remaining provisions of this Agreement ~a11
<br />remain in full force and effect.
<br />10.11 Force Maiet+re. Neither party will be )table for any failure or delay in its perfomtance under this
<br />Agreement, except the making of paymer-is, due to causes which are beyond its reasonable control, including
<br />an act of God, act of civil or rrtilitary authority, fire, epidemic, flood, earthquake, riot, war, sabotage, failure of
<br />suppliers and governrrrental action.
<br />10.12 No tlKber Terms. The terms and conditions ofthis Agreetntnt govern all transactions contemplated
<br />by this Agreeatettt including all ordrxs by Licensee. Any proposed variation from or addition to these terms
<br />artd conditions appearing on any purchase order err other docamait submitted by Licensee are nu]I and void.
<br />10.13 ,~tlr~, A;rehn_snt: Amendment. This Agreement supetseuies sl! briar and contet»poranoous
<br />agreements and understandings between the parties relating to tha subject matter of this Agtt:eutent and
<br />constitutes the sole and entire agreement of the patties. This Agreement tray only be amended in a writing
<br />signed by both parties.
<br />10.14 ~. All nolica, demands or consernts raryirod or permitted under this Agreetent shall be in
<br />writing. Notix shall be considered delivered and effective when (a) personally delivered; (b) one {i) day after
<br />_. _. _,
<br />postutg when sent by reputable private overnight carver (e.g., DtiL, Federal Express, etc.); or (c) five (5) days
<br />after posting when sent by certified United States mail. Notice shill be sent to the parties at the addresses set
<br />forth below or at such other address as shall be given by either party to the other in writir~.
<br />If ip TAl~lA:
<br />Tole Atlas North America, Inc.
<br />l 1 Lafayette Street
<br />Lebaaon, NH 037tr6-1445
<br />Attention: Contracts Departmatt
<br />Phone: 603/643-0330
<br />Fax: 6031643-5210
<br />1l to Licensee:
<br />Qratrga Country Fin Authority
<br />1 Firs Attthotity Road
<br />Ervine, CA 92602
<br />Attention: Kathy Ballantyae
<br />Phone: 714-573-6422
<br />Fax: 714-368-8837
<br />E-mail: kathyballantyne@ocfaarg
<br />TANA OamgeCsir~ayFlnAadborityCovaxmewlLtrrsse~rrewrewyl?12006 Pkgc S Lieewaa~
<br />CA-66-t 1Vaw-Papdxsllweaxat a-0d Noss-terpess~s[ lwtema Use
<br />TANA CONF/DENTlAL
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