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DocuSign Envelope ID:299DAE81-C703-494C-B9EC-EB57F8ABA670
<br /> FORCE MAJEURE
<br /> Seller shall not be held responsible for any delay or failure in performance to the extent such delay or failure is caused by fire,
<br /> flood, explosion, war, strike, embargo, government requirement, act of God, inability to secure raw material or transportation
<br /> facilities, act or omission of carriers or suppliers or any other causes beyond its control whether or not similar to the foregoing.
<br /> CONFIDENTIAL DATA
<br /> Confidential or sensitive information as relates to any use of names,addresses,social security numbers,pin numbers, account
<br /> numbers, etc. that is deemed confidential to a person or persons shall not be transmitted, sent, copied, or given to the Seller
<br /> by the Buyer.Where an application or service requires testing using data, then the test data is to be specific test records,files,
<br /> blocks, etc. not containing confidential data. Any release of confidential data by the Buyer to the Seller is to be noted
<br /> immediately to both parties with the information returned to the Buyer.
<br /> LIMITATION OF LIABILITY-SELLER SHALL IN NO EVENT BE LIABLE TO BUYER OR TO ANY PERSON OR COMPANY
<br /> USING ANY PRODUCT OR SERVICE SUPPLIED UNDER THIS AGREEMENT FOR ALLEGED LOST PROFITS, LOST
<br /> REVENUES, DOWNTIME, OR OTHER ALLEGED INDIRECT, SPECIAL, RELIANCE, INCIDENTAL OR CONSEQUENTIAL
<br /> LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING THEREFROM OR THE
<br /> USE OR PERFORMANCE OF THE MATERIAL, WHETHER IN AN ACTION ARISING OUT OF BREACH OF WARRANTY,
<br /> BREACH OF CONTRACT, DELAY, NEGLIGENCE, STRICT TORT LIABILITY OR OTHERWISE. SELLER'S ENTIRE
<br /> LIABILITY FOR ANY CLAIM OR LOSS, DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER SHALL IN NO
<br /> EVENT EXCEED THE REPAIR OR REPLACEMENT COST OR PURCHASE PRICE, WHICHEVER IS LOWER, OF THE
<br /> ITEM OR SERVICE THAT DIRECTLY GIVES RISE TO THE CLAIM. NO ACTION OR PROCEEDING AGAINST SELLER
<br /> MAY BE COMMENCED MORE THAN SIX (6) MONTHS AFTER THE MATERIAL IS INITIALLY SHIPPED OR THE
<br /> SERVICES ARE PERFORMED.THIS CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.
<br /> NON-WAIVER
<br /> No course of dealing,course of performance,or failure of Seller strictly to enforce any term, right,or condition of this Agreement
<br /> shall be construed as a waiver of such term, right,or condition.
<br /> USE OF INFORMATION/LICENSE
<br /> All technical and business information and all licensed software and related documentation in whatever form recorded (all
<br /> hereinafter designated "Information")furnished to Buyer under or in contemplation of this Agreement shall remain the property
<br /> of Seller or its supplier. Unless Seller otherwise agrees in writing, such Information: (i)shall be treated in confidence by Buyer
<br /> and used by Buyer only for evaluation purposes or to install, operate, and maintain the particular material as defined in the
<br /> subsequent paragraph below for which the Information is initially ordered, (ii)shall not be reproduced or copied in whole or in
<br /> part, except as necessary for use as authorized in this Agreement and (iii)shall,together with any copies thereof, be returned
<br /> or destroyed when no longer needed, or may, if in the form of software recorded on an erasable storage medium, be erased.
<br /> The above conditions do not apply to any part of the Information that is known to Buyer free of any obligation to keep in
<br /> confidence.Seller,to the extent permitted by its supplier,grants to Buyer a personal, nontransferable and nonexclusive license
<br /> to use licensed materials on a designated processor for Buyer's own business operations. If software or firmware provided
<br /> under this Agreement contains a separate supplier license, Buyer hereby agrees to be bound by the terms of that license, and,
<br /> in the event of any conflict,the terms of the supplier's license shall control over the terms of Seller's grant of license.
<br /> "Materials"shall be defined to include any custom developed code, documentation, specifications, reports, or other materials
<br /> used or created as a result of any work performed under a custom project scope. Seller grants to the Buyer an irrevocable,
<br /> non-exclusive,worldwide, paid-up, royalty-free, perpetual cense to use, copy, load, merge with other software, execute,
<br /> reproduce, display, perform, prepare derivative works based upon Materials and internally distribute copies of Materials, and
<br /> (ii)the right to copy and internally and externally distribute Materials to third parties. Dynamic Quest will maintain the
<br /> intellectual property ownership of such materials.
<br /> EMPLOYEE/CONTRACTOR SOLICITATION
<br /> Buyer and Seller, known as the Organizations, agree that neither Organization shall without either's prior written consent
<br /> employ or offer employment to the other's employee or former employee within the twenty-four months following termination
<br /> of his or her employment with the Organization
<br /> DYNAMIC
<br /> QUEST;` Dynamic Quest // 336.370.0555 // dynamicquest.com Page: 7
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