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c. Transfer/Expansion of Rights <br />The Customer’s rights to use the programs, documentation, manuals, and other materials <br />supplied by FASTER under this Agreement shall not be assigned, licensed, or transferred to a <br />successor, affiliate or any other person, firm, corporation, or organization voluntarily, by <br />operation or law, or in any other manner without the prior written consent of FASTER, which <br />shall not be unreasonably withheld. <br />d. Remedies <br />If Customer attempts to use, copy, license, or convey the items supplied by FASTER <br />hereunder, in a manner contrary to the terms of this Agreement or in competition with <br />FASTER or in derogation of FASTER’s proprietary rights, whether these rights are explicitly <br />herein stated, determined by law, or otherwise, FASTER may, in addition to other remedies <br />available to it, seek equitable relief enjoining such action. <br />e. Binding Effect & Definitions <br />The Customer agrees that this Agreement binds the named Customer and each of its <br />employees, agents, representatives, and persons associated with it. This Agreement further <br />binds each affiliated organization and any person, firm, corporation, or other organization <br />with which the Customer may enter a joint venture or other cooperative enterprise. The term <br />employee means individual on whose behalf the Customer withholds income taxes or makes <br />contributions under the federal insurance contributions act or similar statutes in other nations. <br />5. Exclusion of Incidental, Consequential and Certain Other Damages <br />Neither FASTER nor its suppliers shall be liable for any special, incidental, indirect, punitive or <br />consequential damages arising out of the use of or inability to use the FASTER components or the <br />support services, or the provision of or failure to provide support services under this Agreement. <br />6. Limitation of Liability <br />Customer agrees that FASTER’s liability to Customer or any third party due to negligent professional <br />acts, errors or omissions or breach of contract by FASTER will be limited to an aggregate of <br />FASTER’s total fee. <br />7. Confidential Information <br />“Confidential Information” means the terms of this Agreement, the Services, any software provided <br />by FASTER or Customer under this Agreement, the logon identifiers and passwords provided to <br />Customer and its Authorized Users, the fees charged under this Agreement, materials marked <br />confidential by Customer or FASTER and any other information conveyed under this Agreement in <br />writing or orally that is designated confidential or by the circumstances in which it is provided. Each <br />party acknowledges and agrees that: (a) the Confidential Information constitutes trade secrets of the <br />party owning such Confidential Information; (b) it will use Confidential Information of the other <br />party solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or <br />permit to be disclosed, the Confidential Information of the other party to any third party without the <br />disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to <br />safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, <br />those precautions taken by a party to protect its own Confidential Information of a similar nature, <br />15