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Kapsch TrafficCom USA, Inc. Page 3 the use or sale of the Product is enjoined, Seller shall at its option and expense either a) procure for the 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 - infringing; or d) remove it and refund the purchase price and the transportation and installation costs thereof. The foregoing indemnity does not apply to patented processes performed by or with the aid of the Product, or another product produced thereby, products supplied according to a design required by Purchaser and other than Seller, combination of the Product with another product not furnished hereunder unless Seller is a contributory infringer, or any settlements of a Claim made without Seller's written consent. The foregoing states the Seller's entire liability with respect to patent or copyright infringement by said Product. This provision shall survive the termination of the contract. 11. TECHNICAL DOCUMENTS. Unless certified as binding, technical documents shall serve as an approximation only. Seller reserves the right to make any necessary alterations. Technical documents bearing proprietary notices shall be held in confidence by Purchaser, shall remain Seller's exclusive property, and shall not be copied or disclosed to other persons without Seller's written consent. 12. TERMINATION OR CANCELLATION. Contracts shall not be terminated or canceled without Seller's written consent. If Seller accepts cancellation, Purchaser agrees to pay without delay the full contract price for all completed work, suitable charges for unfinished work (including actual expenditures plus overhead charges) and all other reasonable termination costs. 13. TITLE /RISK OF LOSS. The Product sold shall remain Seller's personal property until fully paid. The Purchaser agrees to perform all acts necessary to protect and assure retention of title to such Product by Seller until Purchaser has made full payment. Risk of loss of any part of the Product shall pass to the Purchaser upon delivery at the designated delivery (F.O.B.) point. 14. SOFTWARE LICENSES. Any software supplied as part of this order shall remain the property of the Seller or its Licensors. Purchaser agrees to execute a license or sublicense agreement, as applicable, prior to delivery of any software or software documentation. 15. INSURANCE. Unless additional coverage or, limits are provided for by specification, Seller agrees at all times during the performance of Its work to maintain in force insurance as follows: A. Statutory Worker's Compensation in all states includes employer's liability subject to a limit of $1,000,000 each accident. B. Comprehensive Automobile Liability: Combined Single Limit: $1,000,000 'C. Comprehensive General Liability: General Aggregate $2,000 000 _ Products-Comp/OP Aggregate $2,000,000 _ Personal & Adv. Injuries $1,000,000 Each Occurrence $1,000,000 Fire Damage $50,000 Medical Expense (any one person) $5,000 I(apsch TraHleCnm USA, Inc. 1 4256 Hacienda Orive, Suite 100 I Pleasanton, CA 94588 1 Phone 925 225 1600 1 Fax 925 225 1610 I w kapschus 251 -20