Roper G12-436 - Manual (Page 27)

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or disclaim, (i) Seller's aggregate liability arising from or relating to this Order Acknowledgement or goods, regardless of
the cause of action asserted, is limited to the amount paid by Buyer to Seller for the applicable goods and (ii) Seller shall
not be liable for any special, incidental, consequential, indirect, or punitive damages, including without limitation, lost
revenues, loss of use of the goods, loss resulting from improper storage, processing, padding/cushion, delay in delivery or
shipment or errors in shipment or labeling, loss of data, or the cost of any substitute goods or related equipment, even if
Seller has been advised of the possibility of such damages.
EXPORT RESTRICTIONS: Buyer shall not export or re-export goods in violation of any applicable laws or regulations of
the United States or the country in which Buyer obtained them.
CONFIDENTIAL INFORMATION. During the term of this Agreement and the associated Order Acknowledgement and for
the longer of (a) three (3) years following its termination and (b) for such Confidential Information of Seller that is a Trade
Secret of Seller as defined by applicable law, for the life of such Seller Trade Secret, Buyer agrees to receive and hold
Confidential Information of Seller in trust and in strictest confidence and shall not use, reproduce, distribute, disclose or
otherwise disseminate any Confidential Information except as necessary to perform its obligations hereunder.
Disclosures of the Confidential Information may be made only to Buyer's employees and agents who have a specific need
to know and are subject to confidentiality restrictions at least as restrictive as those contained herein. "Confidential
Information" means confidential information relating to the business, products and services of Seller which is or has been
disclosed to Buyer, and which has value to Seller and is not generally known to Seller's competitors, including (without
limitation), information regarding the specifications provided to Buyer by Seller and Seller's product plans, designs, costs,
prices, finances, marketing plans, business opportunities, personnel, R&D activities and know-how.
CONTROLLING LAW: This Agreement and the associated Order Acknowledgement entered into hereunder shall be
governed and construed in accordance with the laws of the State of Georgia and of the United States of America without
reference to any conflicts of law principles; the parties submit themselves to the jurisdiction of the federal and state courts
located in Jackson County, Georgia, which shall have exclusive jurisdiction of any disputes arising hereunder, and the
parties waive any objection to venue therein. The United Nations Convention on Contracts for the International Sale of
Goods, the Uniform Law on the Formation of Contracts for the International Sale of Goods, and any applicable
international discovery and service of process conventions shall not be applicable. In the event legal action is undertaken
by Seller to collect any amounts due to Seller by Buyer hereunder and if Seller prevails in such action, then Buyer shall
reimburse Seller for its reasonable attorney fees and costs incurred in conjunction with such action, which amount shall
not exceed the maximum amount allowed by law of the forum in which such action is brought.
ASSIGNMENT: Neither this Agreement nor any associated Order Acknowledgement may be assigned by the Buyer, or
its contents publicized by the Buyer, without the written consent of Seller. Seller shall have the right to assign, transfer or
sublicense all or any part of this Agreement or any associated Order Acknowledgement to another at any time and without
the consent of Buyer.
MISCELLANEOUS: The various provisions of this Agreement and any associated Order Acknowledgement are
severable, and any determination of invalidity or unenforceability of any one provision hereof shall no bearing on the
continuing force and effect of the remaining provisions hereof. This Agreement and any associated Order
Acknowledgement and the terms and conditions contained herein constitute the entire understanding of the parties with
respect to the purchase and sale of the goods, and any prior agreements, with respect thereto, whether written or oral, are
superseded hereby. This Agreement and any associated Order Acknowledgement shall be binding on the parties and
their respective successors and any permitted assigns.
ELECTRONIC DATA INTERCHANGE. The parties may execute a Order Acknowledgement by transmitting and receiving
the data contained in the Order Acknowledgement electronically rather than in paper form. To provide the legal validity
and enforceability of such Order Acknowledgement, the parties further agree that the data transmitted herein will be
considered "in writing" and to have been "signed." The parties agree not to contest the validity or enforceability of a Order
Acknowledgement because of the electronic origination, transmission, storage or handling of such Order
Acknowledgement. Any computer printout of the data contained in the Order Acknowledgement will be considered an
"original" when maintained in the ordinary course of business and will be admissible as between the parties to the same
extent and under the same conditions as other business records maintained in documentary form. The parties agree to
properly use those security procedures which are reasonably sufficient to ensure that a transmission of the data contained
in a Order Acknowledgement is authorized and to protect its business records and data from improper sources.