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10. Pricing Information; Availability Disclaimer
<br />Seller reserves the right to make adjustments to pricing, Products and Service offerings for reasons including, but not limited to,
<br />changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes
<br />and errors in advertisements. All orders are subject to Product availability and the availability of Personnel to perform the
<br />Services. Therefore, Seller cannot guarantee that it will be able to fulfill Customer's orders. If Services are being performed on a
<br />time and materials basis, any estimates provided by Seller are for planning purposes only.
<br />11. Credits
<br />Any credit issued by Seller to Customer for any reason must be used within two (2) years from the date that the credit was issued
<br />and may only be used for future purchases of Products and/or Services. Any credit or portion thereof not used within the two (2)
<br />year period will automatically expire.
<br />12. Limitation of Liability
<br />UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY
<br />REMEDY SET FORTH HEREIN, WILL SELLER, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS,
<br />SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE
<br />OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS,
<br />REVENUES OR SAVINGS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH
<br />DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM
<br />FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE,
<br />STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS
<br />AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN
<br />CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS
<br />BY SELLER OR ITS AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE
<br />RELATED TO THE PRODUCTS OR SERVICES; OR (D) ANY UNAVAILABILITY OF THE PRODUC T FOR USE
<br />OR ANY LOST, DAMAGED OR CORRUPTED DATA OR SOFTWARE. IN THE EVENT OF ANY LIABILITY
<br />INCURRED BY SELLER OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF SELLER AND ITS
<br />AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE LESSER OF: (A)
<br />THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM OR THE
<br />SPECIFIC SERVICES GIVING RISE TO THE CLAIM; OR (B) $50,000.00.
<br />13. Limited License
<br />Customer's sole rights to the work product, materials and other deliverables to be provided or created (individually or jointly) in
<br />connection with the Services, including but not limited to, all inventions, discoveries, methods, processes, formulae, ideas,
<br />concepts, techniques, know-how, data, designs, models, prototypes, works of authorship, computer programs, proprietary tools,
<br />methods of analysis and other information (whether or not capable of protection by patent, copyright, trade secret, confidentiality,
<br />or other proprietary rights) or discovered in the course of performance of this Agreement that are embodied in such work or
<br />materials ("Work Product") will be, upon payment in full, a non -transferable, non-exclusive, royalty -free license to use such
<br />Work Products solely for Customer's internal use. Customer will have no ownership or other property rights thereto and
<br />Customer shall have no right to use any such Work Product for any other purpose whatsoever. Customer acknowledges that
<br />Sellers may incorporate intellectual property created by third parties into the Work Product ("Third Party Intellectual Property").
<br />Customer agrees that its right to use the Work Product containing Third Party Intellectual Property may be subject to the rights of
<br />third parties and limited by agreements with such third parties.
<br />14. Confidential Information
<br />14A. Each party anticipates that it may be necessary to provide access to information of a confidential nature of such party,
<br />the Affiliates or a third party (hereinafter referred to as "Confidential Information") to the other party in the performance of this
<br />Agreement and any Statement of Work. "Confidential Information" means any information or data in oral, electronic or written
<br />form which the receiving party knows or has reason to know is proprietary or confidential and which is disclosed by a party in
<br />connection with this Agreement or which the receiving party may have access to in connection with this Agreement, including
<br />but not limited to the terms and conditions of each Statement of Work. Confidential Information will not include information
<br />which: (a) becomes known to the public through no act of the receiving party; (b) was known to the receiving party, or becomes
<br />known to the receiving party from a third party having the right to disclose it and having no obligation of confidentiality to the
<br />disclosing party with respect to the applicable information; or (c) is independently developed by agents, employees or
<br />subcontractors of the receiving party who have not had access to such information. To the extent practicable, Confidential
<br />Information should be clearly identified or labeled as such by the disclosing party at the time of disclosure or as promptly
<br />thereafter as possible, however, failure to so identify or label such Confidential Information will not be evidence that such
<br />information is not confidential or protectable.
<br />14B. Each party agrees to hold the other Party's Confidential Information confidential for a period of three (3) years
<br />following the date of disclosure and to do so in a manner at least as protective as it holds its own Confidential Information of like
<br />kind but to use no less than a reasonable degree of care. Disclosures of the other Party's Confidential Information will be
<br />restricted (i) to those individuals who are participating in the performance of this Agreement or the applicable Statement of Work
<br />and need to know such Confidential Information for purposes of providing or receiving the Products or Services or otherwise in
<br />2019-11-13
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