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14. Shipping. When returning parts to Daktronics for repair or replacement, Purchaser assumes all risk of loss or damage, agrees to use any shipping
<br />containers, which might be provided by Daktronics, and agrees to ship the Equipment in the manner prescribed by Daktronics. Daktronics assumes all risk
<br />of loss or damage during return shipment to Purchaser.
<br />15. Confidentiality. To the extent permitted by law, Purchaser shall consider all information furnished by Daktronics, including the terms and conditions of
<br />this Agreement, to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than
<br />fulfillment of this Agreement unless Purchaser first obtains written permission from Daktronics to do so. Purchaser shall provide confidential information
<br />only to those of its agents, servants and employees who have been informed of the requirements of this paragraph and have agreed to be bound by them.
<br />The provisions of this paragraph shall survive termination of the Agreement.
<br />16. Default. Daktronics reserves the right to terminate this agreement and accelerate all amounts due and payable if: (a) Purchaser fails to make payment
<br />to Daktronics within ten days of the agreed payment dates, (b) Purchaser otherwise fails to comply with any material provision of this Agreement, or (c) any
<br />proceeding is filed by or against Purchaser in bankruptcy. Daktronics reserves all its rights (both legal and equitable) under the agreement, applicable
<br />statutes, and the common law. If Purchaser fails to perform any covenant or obligation under this Agreement or any other agreement that Purchaser has
<br />with Daktronics, including without limitation the failure to pay when due any amounts owed to Daktronics, Daktronics shall be excused from the
<br />performance of any of its obligations under this Agreement and any other agreement it has with the Purchaser. Purchaser shall be liable for any and all
<br />costs and expenses (including reasonable attorney's fees) incurred by Daktronics in enforcing any provision of this Agreement.
<br />17. Indemnity. Daktronics shall indemnify, defend and hold harmless the Purchaser and their respective subsidiaries, officers, directors, shareholders,
<br />partners, employees, agents, insurers, successors and assigns from any third-party claims for liability, losses, damages, costs or expenses (collectively,
<br />"Losses") arising out of: (i) any material breach of this Agreement by Daktronics; (ii) any negligent act or omission by Daktronics or its personnel, agents,
<br />subcontractors, or others engaged by Daktronics or under Daktronics' control related to the execution of this Agreement; (iii) any claim against any
<br />indemnified party by reason of or alleging any unauthorized or infringing use by an indemnified party of any patent, process, trade secret, copyright,
<br />trademark, or other intellectual property right regarding the Equipment or the Software and its components; or, (iv) any fine or assessment with respect to
<br />any violation or alleged violation of any Applicable Laws regarding safety or health.
<br />The Purchaser shall indemnify, defend and hold harmless Daktronics and its subsidiaries, officers, directors, shareholders, partners, representatives,
<br />employees, agents, insurers, successors and assigns of each of the foregoing from any and all Losses arising out of or in any way related to: (i) any material
<br />breach of this Agreement by the Purchaser; or (ii) any negligent act or omission by the Purchaser or its personnel, agents, subcontractors, or others engaged
<br />by the Purchaser or under their control (other than Daktronics or its personnel, agents, subcontractors, or others engaged by Daktronics or under
<br />Daktronics' control), (iii) any unauthorized or infringing use by an indemnified party of any patent, process, trade secret, copyright, trademark, or other
<br />intellectual property right.
<br />18. Limitation of Liability. The parties agree that in no event whatsoever shall the liability of either party exceed the amount of the purchase price. It is
<br />agreed that in no event shall either party be liable for special, incidental, consequential or indirect damages, regardless of cause. Purchaser understands
<br />and agrees that the prices granted herein would be higher in the absence of this limitation of liability. Daktronics shall have no liability with respect to
<br />claims relating to or arising from Purchaser's use of third-party products and services.
<br />19. Force Majeure. Both parties shall be excused from any liability under this Agreement for any delay in performance or failure to perform which delay or
<br />failure to perform is caused by circumstances which are beyond the reasonable control of that party, including without limitation acts of God, natural
<br />disaster, fire, flood, labor or material shortages, war, vermin, earthquakes, tsunami, acts of terrorism, etc. (a "Force Majeure Event").
<br />20. Assignment. Unless otherwise stated, this Agreement may not be assigned by either party without the prior written consent of the other party.
<br />21. Miscellaneous. This Agreement shall be governed by the laws of the state where the Services are provided without regard to its conflict of law
<br />principles. This Agreement is the product of negotiations between the parties hereto represented by counsel and any rules of construction relating to
<br />interpretation against the drafter of an agreement shall not apply to this Agreement and are expressly waived. This Agreement represents the entire
<br />agreement of the parties and supersedes any previous understanding or agreement. This Agreement may not be amended or altered in any manner except
<br />in a writing signed by both parties. This Agreement may be executed in counterparts. The Purchaser and Daktronics are not partners or joint venturers. If
<br />any part of this Agreement is in any manner held to be invalid, illegal, void, or to be in conflict with any law, then the validity of the remaining portions or
<br />provisions of this Agreement shall not be affected, and such part, term, paragraph or provision shall be construed and enforced in a manner designed to
<br />effectuate the intent expressed in this Agreement to the maximum extent permitted by law
<br />Proposal Date: 29 February 2012; Revised: 19 September 2012
<br />Order No. E13750-1
<br />Copyright © Daktronics, Inc. DF-2939 Rev113011 25EA14
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