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<br />11.0 Proprietary Intellectual Property Exclusivity and Confidentiali~: The proprietary
<br />Internet-based auction system, environment, and components (collectively, the "System")
<br />provided by GovDeals under this Agreement are, and will remain, the exclusive property
<br />of GovDeals, GovDeals retains and reserves all rights to the proprietary intellectual
<br />property, including, but not limited to, all copyrights and trademarks of and to the System.
<br />GovDeals is providing the Client hereunder with a license for said System solely for its
<br />own use.
<br />Client may not subcontract, sell, lease, transfer, assign or otherwise share said System with
<br />any third pazty. Client acknowledges that the System constitutes the proprietary and
<br />confidential property of GovDeals and agrees not to directly or indirectly use, employ,
<br />divulge, disclose, transfer, or communicate to any person, firm, corporation or other entity,
<br />in any manner whatsoever, any of the System or documentation/information provided by
<br />GovDeals. In the event of termination of this Agreement, Client shall promptly return to
<br />GovDeals or at the option of GovDeals destroy, all documentation/information regazding
<br />the System.
<br />12.0 Warran Disclaimer: GovDeals does not warrant error-free or uninterrupted use of the
<br />GovDeals service, The GovDeals web sites, services, software and applications are
<br />provided without warranty, express or implied, including, but not limited to, any implied
<br />warranties for merchantability or fitness for a particular purpose, GovDeals, its directors,
<br />officers, employees, agents and/or affiliates shall not be liable for any loss of profit and/or
<br />any direct, indirect, special, incidental or consequential damages resulting from the services
<br />offered herein.
<br />13.0 Governance: This Agreement will be governed, interpreted, construed and enforced in
<br />accordance with the laws of the State of
<br />14.0 Counterparts: This Agreement maybe executed in two or more counterparts, each of
<br />which after execution and delivery shall be deemed an original, but all of which shall
<br />constitute one and the same instrument..
<br />15.0 Non-Exclusive Engagement: This Agreement is not exclusive, The Client may utilize
<br />other disposal approaches, including traditional auctioneer services and sealed bids in
<br />addition to GovDeals services. However, it is understood and agreed that the Client will not
<br />simultaneously utilize other disposal approaches and GovDeals while an asset is listed on a
<br />GovDeals auction.
<br />16.0 Entire Agreement: This Agreement represents the entire understanding between the parties
<br />with respect to its subject matter.
<br />GovDeals Sellers Agreement-V.4.5 - 2,25.05 Page 4
<br />Copyright 2001, GovDeals, Inc.
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