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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, tort
<br />or otherwise for damage to or loss of other property or equipment or systems, cost of capital, cost of replacement power or equipment,
<br />increased operating expenses, delay damages, or claims of Purchaser's customers no matter how caused, including if caused by:
<br />abuse; accident; alteration or repair by anyone other than Seller's authorized representatives; improper storage; misuse; improper
<br />maintenance; failure to observe instructions; improper or unauthorized access or use; hacker or cracker intrusion or disruption;
<br />distributed denial of service attacks; computer viruses or worms; loss, theft, misuse, alteration or corruption of data, programs or
<br />information; failure of network security; or other acts, omissions, torts or crimes.
<br />Purchaser's remedies stated herein are exclusive and the Seller's liability with respect to any contract, or the performance or breach
<br />thereof, relating in any way to any work or equipment covered by this contract, whether in contract, tort, or otherwise shall not exceed the
<br />price of the particular equipment or part or service for which such liability is claimed. This provision shall survive termination of the
<br />contract.
<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 constitutes a
<br />direct or contributory infringement of any claim of any U.S. patent or copyright. The obligation shall be effective only if Purchaser has
<br />made all payments due, notifies Seller promptly in writing, and gives information and assistance for the defense of the Claim. Seller
<br />shall pay all damages and costs awarded in defending such claim. If the Product fumished becomes the subject for any Claim for
<br />infringement of any U.S. patent or copyright, or if adjudication states that such Product infringes any U.S. patent or copyright, or if the
<br />use or sale of the Protluct is enjoined, Seller shall at its option and expense either a) procure for the Purchaser the right to continue
<br />using the Product; or b) replace it with anon-infringing product; or c) modify it so it becomes non-infringing: or tl) remove it and refund
<br />the purchase price and the transportation and installation costs thereof.
<br />The foregoing indemnity does not apply to patented processes pertormed by or with the aid of the Product, or another product produced
<br />thereby, products supplied according to a design required by Purchaser and other than Seller, combination of the Product with another
<br />product not furnished hereunder unless Seller is a contributory infringer, or any settlements of a Claim made without Seller's written
<br />consent.
<br />The foregoing states the Seller's entire liability with respect to patent or copyright infringement by said Product. This provision shall
<br />survive the termination of the contract.
<br />? ?. TECHNICAL DOCUMENTS. Unless certified as binding, technical documents shall serve as an approximation only. Seller reserves
<br />the right to make any necessary alterations. Technical documents bearing proprietary notices shall be held in confidence by Purchaser,
<br />shall remain Seller's exclusive property, and shall not be copied or disclosed to other persons without Seller's written consent.
<br />12. TERMINATION OR CANCELLATION. Contracts shall not be terminated or canceled without Seller's written consent. If Seller accepts
<br />cancellation, Purchaser agrees to pay without delay the full contract price for all completed work, suitable charges for unfinished work
<br />(including actual expenditures plus overhead charges) and all other reasonable termination costs.
<br />13. TITLE/RISK OF LOSS. The Product sold shall remain Seller's personal property until fully paid. The Purchaser agrees to pertorm all
<br />acts necessary to protect and assure retention of title to such Product by Seller until Purchaser has made full payment. Risk of loss of
<br />any part of the Product shall pass to the Purchaser upon delivery at the designated delivery (F.O.B.) point.
<br />14. SOFTWARE LICENSES. Any software supplied as part of this order shall remain the property of the Seller or its Licensors. Purchaser
<br />agrees to execute a license or sublicense agreement, as applicable, prior to delivery of any software or software documentation.
<br />15. INSURANCE. Unless additional coverage or limits are provided for by specification, Seller agrees at all times during the performance of
<br />its work to maintain in force insurance as follows:
<br />A. Statutory Worker's Compensation in all states includes employer's liability subject to a limit of $1,000,000 each accident.
<br />B. Comprehensive Automobile Liability: Combined Single Limit: $1,000,000
<br />C. Comprehensive General Liability:
<br />General A r ate $2,000,000
<br />Products-Com /OP A r ate $2,000,000
<br />Personal & Adv. In?uries $1,000,000
<br />Each Occurrence $1,000,000
<br />Fire Dama a $50,000
<br />Medical E ense an one erson $5,000
<br />2 oft
<br />rev: Jan, 20'12
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