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7.2 RTS warrants that it will provide the Services in accordance with
<br />generally accepted professional standards. All new Equipment supplied
<br />hereunder is subject to the policies of the manufacturer, including without
<br />limitation, cancellation and return policies. Customer will have the benefit of
<br />all applicable manufacturer or third party service provider warranties and
<br />indemnities. All used Equipment supplied hereunder is sold "AS-IS" without
<br />warranty unless otherwise specified in an Order. All used Equipment may
<br />contain parts manufactured, altered, and/or repaired by a party other than
<br />the original manufacturer and may not be eligible for manufacturer's
<br />maintenance.
<br />7.3 EXCEPT AS PROVIDED ABOVE, RTS MAKES NO WARRANTIES OR
<br />REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT
<br />LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-
<br />INFRINGEMENT AS TO THE EQUIPMENT OR SERVICES PROVIDED
<br />HEREUNDER.
<br />8. LIMITATION OF LIABILITY. IN NO EVENT WILL CUSTOMER OR RTS
<br />OR ITS AFFILIATES, AGENTS, SUPPLIERS OR SUBCONTRACTORS BE
<br />LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR
<br />CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY
<br />OF SUCH DAMAGES. RTS' LIABILITY UNDER THIS AGREEMENT,
<br />WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED
<br />TO THE AMOUNT OF FEES ACTUALLY PAID TO RTS FOR THE
<br />EQUIPMENT OR SERVICES GIVING RISE TO THE CLAIM.
<br />9. INDEMNIFICATION. Each party (the "Indemnifying Party") will indemnify,
<br />defend and hold harmless the other party and such party's shareholders,
<br />directors, officers, employees, representatives, agents, successors and
<br />assigns (collectively, the "Indemnified Party"), and will pay any and all
<br />damages, costs and expenses (including reasonable attorneys' fees)
<br />incurred by the Indemnified Party as a result of, or arising out of, claims,
<br />suits or demands of third parties for loss of life, personal injury and/or
<br />damage to real or tangible personal property, to the extent such loss or
<br />damage is caused by the gross negligence or willful misconduct of the
<br />Indemnifying Party. The indemnification obligations set forth herein are
<br />contingent upon the Indemnified Party providing the Indemnifying Party with
<br />prompt notice of any such claims and providing all reasonable assistance in
<br />the defense of such claims.
<br />10. INDEPENDENCE OF RTS. RTS is an independent contractor and will
<br />not be deemed for any purposes to be an employee, agent, joint venture,
<br />principal or partner of Customer. RTS acknowledges that it does not have
<br />authority to act for or bind Customer.
<br />11. SUBCONTRACTORS. RTS may, as it deems appropriate, use
<br />subcontractors for all or any portion of the Services and in such event RTS
<br />will direct and be fully responsible for the coordination of all activities of such
<br />parties.
<br />12. TERM AND TERMINATION. This Agreement will commence on the
<br />Effective Date and will remain in effect until terminated by either party upon
<br />at least thirty (30) days prior written notice, provided, however that this
<br />Agreement will remain in effect as to any Order accepted by RTS prior to the
<br />date of termination until completion thereof. Upon termination, Customer will
<br />pay RTS those amounts due for Equipment delivered, Services actually
<br />completed, and expenses incurred by RTS prior to termination.
<br />13. NON-SOLICITATION OF EMPLOYEES. Customer will not solicit for hire
<br />the employees of RTS whether as employees or independent contractors,
<br />other than through general advertisements for employment, for a period of
<br />one (1) year from the last date of direct work by such employee in activities
<br />related to an Order.
<br />14. NOTICES. Notices provided under this Agreement will be given in writing to
<br />the address set forth above or such other address as such party may specify
<br />from time to time, and will be deemed received upon the earlier of actual receipt
<br />or three (3) days after mailing if mailed postage prepaid by regular mail, or one
<br />(1) day after such notice is sent by overnight courier.
<br />15. EXPORT SALES. Customer agrees to imply with the United States
<br />Export Administration Regu-ations or similar laws and/or regulations. In
<br />addition, manufacturers' warranties for Equipment exported outside the United
<br />States may vary or may be null and void. Customer is exclusively responsible
<br />for obtaining from, or filing with, the United States federal government any
<br />applicable export licenses and/or documentation before exporting or re-
<br />exporting the commodities, technology ancllor software sold or distributed under
<br />this Agreement.
<br />16. FORCE MAJEURE. Except for payment of amounts due hereunder,
<br />neither party will be responsible for failure to fulfill its obligations hereunder
<br />due to causes beyond its reasonable control, including without limitation,
<br />product unavailability, carrier delays, delays due to fire, severe weather
<br />conditions, failure of power, labor problems, acts of war, terrorism, general
<br />insurrection, acts of God, or acts of any governmental agency.
<br />17. GOVERNING LAW. This Agreement will be construed in accordance
<br />with and governed by the laws of the State of Illinois without regard to its
<br />conflicts of law rules. Any action or proceeding arising out of or relating to
<br />this Agreement will be commenced exclusively in any state or federal court
<br />of competent jurisdiction located in Illinois and the parties consent to
<br />personal jurisdiction therein and to service by certified mail.
<br />18. SEVERABILITY. If any provision of this Agreement is held to be invalid
<br />or unenforceable, the validity and enforceability of the remaining provisions
<br />hereof will not be affected or impaired in any way.
<br />19. NO WAIVER. Upon a party's breach or default hereunder, the other
<br />party's failure, whether single or repeated, to exercise a right hereunder will
<br />not be deemed to be a waiver of that right as to any future breach of default.
<br />20. SURVIVAL. Customer and RTS agree that the warranties, covenants,
<br />agreements, disclaimers, and indemnities contained in this Agreement will
<br />survive the passing of title and termination.
<br />21. COUNTERPARTS. This Agreement may be executed in multiple
<br />counterparts, each of which will be deemed to be an original and of equal
<br />force and effect. A faxed counterpart ("Fax") of this document may be
<br />delivered to the parties. Each party adopts its signature on the Fax as its
<br />original signature. The parties agree that the Fax will have the same effect
<br />as the document if the document had been signed and delivered by mail or
<br />in person.
<br />22. ENTIRE AGREEMENT. This Agreement together with each Order,
<br />constitutes the entire agreement between the parties and supersedes any
<br />and all prior expressions, whether written or oral. This Agreement may be
<br />modified only by a written document executed by an authorized
<br />representative of each party.
<br />SIGNATURE PAGE TO FOLLOW
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