VI. ASSIGNMENT: The Customer may not assign any rights hereunder without the prior written approval of the
Supplier, and any attempt to assign any rights, duties, or obligations hereunder without the Supplier's written
consent will be void. The Supplier may assign all or any part of its rights or obligations without the Customer’s
VII. DISCLAIMER OF WARRANTY : THE SUPPLIER MAKES NO WARRANTY OF ANY KIND, EXPRESS
OR IMPLIED, WITH REGARD TO THE SERVICES PROVIDED HEREUNDER.
IX. LIMITATION OF LIABILITY: IN NO EVENT WILL THE SUPPLIER BE LIABLE TO CUSTOMER OR
ANY OTHER INDIVIDUAL OR ENTITY CONNECTED WITH CUSTOMER FOR ANY CLAIM, LOSS,
OR DAMAGE OR ANY KIND OR NATURE; WHATSOEVER, ARISING OUT OF OR IN CONNECTION
WITH THE PERFORMANCE OF THIS AGREEMENT. ANY INTERRUPTION OR LOSS OF SERVICE
OR USE OF THE SOFTWARE, OR ANY FILES, DATA, OR OTHER COMPUTER SYSTEMS SHALL IN
NO WAY CAUSE LIABILITY TO CUSTOMER. ANY SOFTWARE FAILURE OR ANY LOSS OF
PROFITS, SALES, BUSINESS, DATA, OR OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, OR LOSS OR DAMAGE OF ANY KIND OR NATURE RESULTING FROM THE
FOREGOING, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY SHOULD NOT BE ASSUMED BY THE SUPPLIER..
X. PARTIAL INVALIDITY: If any provision of this Agreement is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
XI. ARBITRATION: Any controversy between the parties hereto involving the construction or application of any
of the terms, covenants, or conditions of this Agreement will, on the written request of one party served on the
other be submitted to arbitration. The arbitration will comply with and be governed by the provisions of the
State of Indiana Code of Civil Procedure. The parties will each appoint one person to hear and determine the
dispute and if they are unable to agree, then the two persons so chosen will select a third impartial arbitrator
whose decision will be final and conclusive on both parties. The cost of arbitration will be borne in such
proportions as the arbitrators decide.
XII. ATTORNEYS' FEES: If any action at law or in equity, including an action for declaratory relief, is brought to
enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys'
fees, which may be set by the court in the same action or in a separate action brought for that purpose, in
addition to any other relief to which that party may be entitled.
XIII. GOVERNING LAW: The parties hereby agree that any dispute regarding the interpretation or validity of, or
otherwise arising out of, these standard terms and conditions for sale, or relating to the support hereunder shall
be subject to the exclusive jurisdiction of the courts, and governed by the laws of, the State of Indiana without
regard to that body of law controlling conflicts of law.
XIV. TERMINATION OF AGREEMENT:
1. Termination upon Notice. Notwithstanding any other provisions of this Agreement, either party hereto may
terminate this Agreement at any time by giving thirty (30) days written notice to the other party. Unless
otherwise terminated as provided herein, this Agreement shall continue in force for a period of one (1)
year. The Customer will forfeit any and all moneys paid upon execution of this agreement.
2. Termination on Occurrence of Stated Events. This Agreement shall terminate automatically on the
occurrence of (1) bankruptcy or insolvency of either party; (2) sale of the business of either party; (3) death
of the Customer; or (4) assignment of this Agreement by either party without the express written consent of
the other party.
fP Technologies, Inc. Form 200 Page 2 of 5 09/20/06