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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,
<br /> tort or otherwise for damage to or loss of other property or equipment or systems, cost of capital, cost of replacement power or
<br /> equipment, increased operating expenses, delay damages, or claims of Purchasers customers no matter how caused, including if
<br /> caused by: abuse; accident; alteration or repair by anyone other than Sellers authorized representatives; improper storage;
<br /> misuse; improper maintenance; failure to observe instructions; improper or unauthorized access or use; hacker or cracker intrusion
<br /> or disruption; distributed denial of service attacks; computer viruses or worms; loss, theft, misuse, alteration or corruption of data,
<br /> programs or Information; failure of network security; or other acts, omissions, torts or crimes.
<br /> Purchasers remedles stated herein are exclusive and the Seller's liability with respect to any contract, or the performance or
<br /> breach thereof, relating in any way to any work or equipment covered by this contract, whether In contract, tort, or otherwise shall
<br /> not exceed the price of the particular equipment or part or service for which such liability is claimed. This provision shall survive
<br /> termination of the 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
<br /> constitutes a direct or contributory Infringement of any claim of any U.S. patent or copyright. The obligation shall be effective only
<br /> if Purchaser has made all payments due, notifies Seller promptly in writing, and gives Information and assistance for the defense
<br /> of the Claim. Seller shall pay all damages and costs awarded in defending such claim. If the Product furnished becomes the
<br /> subject for any Claim for infringement of any U.S. patent or copyright, or if adjudication states that such Product infringes any U.S.
<br /> patent or copyright, or if the use or sale of the Product is enjoined, Seller shall at Its option and expense either a) procure for the
<br /> 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-
<br /> infringing; or d) remove it and refund the purchase price and the transportation and installation costs thereof.
<br /> The foregoing indemnity does not apply to patented processes performed by or with the aid of the Product, or another product
<br /> produced thereby, products supplied according to a design required by Purchaser and other than Seller, combination of the
<br /> Product with another product not furnished hereunder unless Seller is a contributory infringer, or any settlements of a Claim made
<br /> without Sellers written consent.
<br /> The foregoing states the Sellers entire liability with respect to patent or copyright infringement by said Product. This provision
<br /> shall survive the termination of the contract.
<br /> 11. TECHNICAL DOCUMENTS. Unless certified as binding, technical documents shall serve as an approximation only. Seller
<br /> reserves the right to make any necessary alterations. Technical documents bearing proprietary notices shall be held in confidence
<br /> by Purchaser, shall remain Sellers exclusive property, and shall not be copied or disclosed to other persons without Sellers
<br /> written consent.
<br /> 12. TERMINATION OR CANCELLATION. Contracts shall not be terminated or canceled without Sellers written consent. If Seller
<br /> accepts cancellation, Purchaser agrees to pay without delay the full contract price for all completed work, suitable charges for
<br /> unfinished work (including actual expenditures plus overhead charges) and all other reasonable termination costs.
<br /> 13. TITLEIRISK OF LOSS. The Product sold shall remain Sellers personal property until fully paid. The Purchaser agrees to perform
<br /> all acts necessary to protect and assure retention of title to such Product by Seller until Purchaser has made full payment. Risk of
<br /> loss of 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.
<br /> Purchaser agrees to execute a license or sublicense agreement, as applicable, prior to delivery of any software or software
<br /> documentation.
<br /> 15. INSURANCE. Unless additional coverage or limits are provided for by specification, Seller agrees at all times during the
<br /> performance of its work to maintain in force Insurance as follows:
<br /> A. Statutory Workers Compensation In all states includes employers 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 Aggregate $2,000,000
<br /> Products-Comp/OP Aggregate $2,000,000
<br /> Personal & Adv. Injuries $1,000,000
<br /> Each Occurrence $1,000,000
<br /> Fire Damage $50 OOO
<br /> Medical Expense an one person) $5000
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<br /> rev: January 19, 2010
<br /> 25C-8
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