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14.Shipping. When returning parts to Daktronics for repair or replacement, Purchaser assumes all risk of loss or damage, agrees
<br />to use any shipping containers, which might be provided by Daktronics, and agrees to ship the Equipment in the manner
<br />prescribed by Daktronics. Daktronics assumes all risk 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
<br />the terms and conditions of this Agreement, to be confidential and shall not disclose any such information to any other person,
<br />or use such information itself for any purpose other than fulfillment of this Agreement unless Purchaser first obtains written
<br />permission from Daktronics to do so. Purchaser shall provide confidential information only to those of its agents, servants and
<br />employees who have been informed of the requirements of this paragraph and have agreed to be bound by them. The provisions
<br />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)
<br />Purchaser fails to make payment to Daktronics within ten days of the agreed payment dates, (b) Purchaser otherwise fails to
<br />comply with any material provision of this Agreement, or (c) any proceeding is filed by or against Purchaser in bankruptcy.
<br />Daktronics reserves all its rights (both legal and equitable) under the agreement, applicable statutes, and the common law. If
<br />Purchaser fails to perform any covenant or obligation under this Agreement or any other agreement that Purchaser has with
<br />Daktronics, including without limitation the failure to pay when due any amounts owed to Daktronics, Daktronics shall be
<br />excused from the performance of any of its obligations under this Agreement and any other agreement it has with the Purchaser.
<br />Purchaser shall be liable for any and all costs and expenses (including reasonable attorney's fees) incurred by Daktronics in
<br />enforcing any provision of this Agreement.
<br />17.Indemnity. Daktronics shall indemnify, defend and hold harmless the Purchaser and their respective subsidiaries, officers,
<br />directors, shareholders, partners, employees, agents, insurers, successors and assigns from any third -party claims for liability,
<br />losses, damages, costs or expenses (collectively, "Losses") arising out of: (i) any material breach of this Agreement by
<br />Daktronics; (ii) any negligent act or omission by Daktronics or its personnel, agents, subcontractors, or others engaged by
<br />Daktronics or under Daktronics' control related to the execution of this Agreement; (iii) any claim against any indemnified party
<br />by reason of or alleging any unauthorized or infringing use by an indemnified party of any patent, process, trade secret,
<br />copyright, trademark, or other intellectual property right regarding the Equipment or the Software and its components; or, (iv)
<br />any fine or assessment with respect to 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,
<br />partners, representatives, employees, agents, insurers, successors and assigns of each of the foregoing from any and all Losses
<br />arising out of or in any way related to: (i) any material breach of this Agreement by the Purchaser; or (ii) any negligent act or
<br />omission by the Purchaser or its personnel, agents, subcontractors, or others engaged by the Purchaser or under their control
<br />(other than Daktronics or its personnel, agents, subcontractors, or others engaged by Daktronics or under Daktronics' control),
<br />(iii) any unauthorized or infringing use by an indemnified party of any patent, process, trade secret, copyright, trademark, or
<br />other 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
<br />the purchase price. It is agreed that in no event shall either party be liable for special, incidental, consequential or indirect
<br />damages, regardless of cause. Purchaser understands and agrees that the prices granted herein would be higher in the absence
<br />of this limitation of liability. Daktronics shall have no liability with respect to claims relating to or arising from Purchaser's use of
<br />third -party products and services.
<br />19. Force Maieure. Both parties shall be excused from any liability under this Agreement for any delay in performance or failure
<br />to perform which delay or failure to perform is caused by circumstances which are beyond the reasonable control of that party,
<br />including without limitation acts of God, natural disaster, fire, flood, labor or material shortages, war, vermin, earthquakes,
<br />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
<br />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
<br />its conflict of law principles. This Agreement is the product of negotiations between the parties hereto represented by
<br />counsel and any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this
<br />Agreement and are expressly waived. This Agreement represents the entire agreement of the parties and supersedes any
<br />previous understanding or agreement. This Agreement may not be amended or altered in any manner except in a writing signed
<br />by both parties. This Agreement may be executed in counterparts. The Purchaser and Daktronics are not partners or joint
<br />venturers. If any part of this Agreement is in any manner held to be invalid, illegal, void, or to be in conflict with any law, then
<br />the validity of the remaining portions or provisions of this Agreement shall not be affected, and such part, term, paragraph or
<br />provision shall be construed and enforced in a manner designed to effectuate the intent expressed in this Agreement to the
<br />maximum extent permitted by law.
<br />Proposal Date: 29 February 2012; Revised: 19 September 2012
<br />Order No. E13750-1 Page 12 of 12
<br />Copyright © Daktronics, Inc. DF-2939 Rev113011
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