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connection with this Agreement or the applicable Statement of Work, or (ii) to its business, legal and financial advisors, each on a
<br />confidential basis. Each party agrees not to use any Confidential Information of the other Party for any purpose other than the
<br />business purposes contemplated by this Agreement and the applicable Statement of Work. Upon the written request of a party,
<br />the other party will either return or certify the destruction of the Confidential Information of the other party.
<br />14C. If a receiving party is required by law, rule or regulation, or requested in any judicial or administrative proceeding or by
<br />any governmental or regulatory authority, to disclose Confidential Information of the other Party, the receiving party will give the
<br />disclosing party prompt notice of such request so that the disclosing party may seek an appropriate protective order or similar
<br />protective measure and will use reasonable efforts to obtain confidential treatment of the Confidential Information so disclosed.
<br />15. Return Privileges
<br />Seller allows Customer returns based on the policies of the original product manufacturer. Software is not returnable if the
<br />packaging has been opened. If software was distributed electronically, it is not returnable if the licenses were downloaded. For
<br />additional information see Seller's full Product Return Policy at
<br />http://webobjects.edw.con/webobjects/docs/PDFs/Retum_Policy.pdf. Customer should contact Seller Customer Relations at
<br />866.SVC.4CDW or e-mail CustomerRelations@web.cdw.com to initiate a return or for additional information. Customer must
<br />notify Seller Customer Relations of any damaged Products within fifteen (15) days of receipt.
<br />16. Term and Termination
<br />This Agreement is effective beginning on the Effective Date and will continue in full force and effect for two (2) years, unless
<br />earlier terminated as provided for herein. The Parties may renew this Agreement for additional one (1) year terms on the same
<br />terms and conditions contained herein upon written agreement prior to the expiration of the then -current term.
<br />Either party may terminate performance of a Service or a Statement of Work for cause if the other party fails to cure a material
<br />default in the time period specified herein. Any material default must be specifically identified in a written notice of termination.
<br />After written notice, the notified party will, subject to the provision of warranties herein, have thirty (30) days to remedy its
<br />performance except that it will only have ten (10) days to remedy any monetary default. Failure to remedy any material default
<br />within the applicable time period provided for herein will give cause for immediate termination, unless such default is incapable
<br />of being cured within the time period in which case the defaulting party will not be in breach (except for Customer's payment
<br />obligations) if it used its reasonable efforts to cure the default. In the event of any termination of the Services or a Statement of
<br />Work, Customer will pay Seller for all Services performed and expenses incurred up to and including the date of termination plus
<br />any termination fee if one is set forth in the applicable Statement of Work. In such event Customer will also pay Seller for any
<br />out-of-pocket demobilization or other direct costs resulting from termination. Upon termination, all fights and obligations of the
<br />parties under this Agreement will automatically terminate except for any right of action occurring prior to termination, payment
<br />obligations and obligations that expressly or by implication are intended to survive termination (including, but not limited to,
<br />limitation of liability, indemnity, confidentiality, or licensing of Work Product and this survival provision).
<br />17. Provisions Related to Custom Imaging
<br />If in connection with the provision of Products or Services, Customer desires to have Seller provide installation of custom
<br />software images, Customer will be required to execute an Installation Indemnity Agreement, a form of which is provided at
<br />http://www.cdw.com/fonns/indemnity/app.aspx
<br />18. Arbitration
<br />Any claim, dispute, or controversy (whether in contract, tort or otherwise, whether preexisting, present or future, and including,
<br />but not limited to, statutory, common law, intentional tort and equitable claims) arising from or relating to the Products, the
<br />Services, the interpretation or application of these Terms and Conditions or any Statement of Work or the breach, termination or
<br />validity thereof, the relationships which result from these Terms and Conditions or any Statement of Work (including, to the full
<br />extent permitted by applicable law, relationships with third parties who are not signatories hereto), or Seller's or any of its
<br />Affiliates' advertising or marketing (collectively, a "Claim") WILL BE RESOLVED, UPON THE ELECTION OF ANY OF
<br />SELLER, CUSTOMER OR THE THIRD PARTIES INVOLVED, EXCLUSIVELY AND FINALLY BY BINDING
<br />ARBITRATION. If arbitration is chosen, it will be conducted pursuant to the Rules of the American Arbitration Association. If
<br />arbitration is chosen by any party with respect to a Claim, neither Seller nor Customer will have the right to litigate that Claim in
<br />court or to have a jury trial on that Claim or to engage in pre -arbitration discovery, except as provided for in the applicable
<br />arbitration rules or by agreement of the parties involved. Further, Customer will not have the right to participate as a
<br />representative or member of any class of claimants pertaining to any Claim. Notwithstanding any choice of law provision
<br />included in these Terms and Conditions, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16).
<br />The arbitration will take place exclusively in Chicago, Illinois. Any court having jurisdiction may enter judgment on the award
<br />rendered by the arbitrator(s). Each party involved will bear its own cost of any legal representation, discovery or research
<br />required to complete arbitration. The existence or results of any arbitration will be treated as confidential. Notwithstanding
<br />anything to the contrary contained herein, all matters pertaining to the collection of amounts due to Seller arising out of
<br />the Products or Services will be exclusively litigated in court rather than through arbitration.
<br />2019-11-13
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