Common use of Warranty and Warranty Disclaimer Clause in Contracts

Warranty and Warranty Disclaimer. IFS warrants that the Application Software will perform substantially as described in the Software Documentation for a period of six (6) months from the original license start date specified in the Notification Form (“Warranty Period”). No separate or extended Warranty Period shall apply with respect to any remedy of Errors or the purchase by Customer of any additional quantities and/or licenses of the Application Software or delivery by IFS of any additional copies. Any warranty claim must be made by Customer within the Warranty Period. IFS do not warrant that the Software will be constantly available, uninterrupted or error free or that all errors may be found to enable correction. IFS makes no performance or other warranty with respect to third-party software which is covered by whatever warranty, if any, each such third party may separately provide to the Customer. Only such limited warranties, conditions or remedies that have been expressly agreed herein shall be granted and available to Customer and are in lieu of all other warranties, conditions or remedies, whether express or implied, written or oral, arising by statute, operation of law, course of dealing, usage or trade or otherwise, including without limitation the implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular or intended purpose, ability to achieve a particular result, or accuracy or completeness of responses or results. While IFS attempts to identify the functions of the IFS Offering which may be of particular benefit to Customer, only Customer is in a position to understand its current and future business needs and, therefore, is solely responsible for the selection, use, and suitability of the IFS Offering for Customer’s purposes, even if IFS has been informed of such purpose. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY IFS, THE APPLICATION SOFTWARE IS PROVIDED TO YOU ON AN “AS IS” BASIS. Warranty Remedy Warranty remedies will be provided as part of Support Services, Customer must therefore have a valid agreement for the provision of Support Services in regards of the warranted Application Software. Subject to the Support Terms, if IFS has breached the warranty set forth in section 3.1 Customer’s sole and exclusive remedy is for IFS, in consultation with Customer, to use reasonable efforts consistent with industry standards to cure the defect or otherwise to redeliver the Application Software so that it substantially complies with the Software Documentation. Warranty remedies are conditioned upon (a) any error or defect complained of is reasonably reproducible by IFS, (b) the Application Software not having been modified and being used in accordance with the Software Documentation, (c) the breach not being attributable in whole or in part to any non-IFS product(s) or service(s) including third-party software or relating to any Content stored or used by Customer in conjunction with the Software; or (d) the breach not otherwise being attributable to Customer or any third party acting on its behalf, including without limitation Customer’s incorrect or unpermitted implementation, modification, configuration or use of the Software. Verification Upon request, Customer will provide IFS or its designated representative with reasonable access to the Designated Operating Environment to confirm that the Software is being used in conformance with the Agreement. Should IFS find that Customer is not in compliance with the terms of the Agreement in all material respects, Customer shall, in addition to paying additional fees as may be due for such use, pay all reasonable costs of the audit. Failure to provide such access is a material breach of the Agreement. In the event Customer receives an audit request from a supplier of Third-Party Software, Customer shall without delay notify IFS of such request and shall permit IFS to handle and coordinate the request in relation to the requesting supplier in question.

Warranty and Warranty Disclaimer. IFS 4.1 In addition to the warranty obligations described in this Agreement, Philips warrants that the Application Software any replacement parts or special service tools and Service provided under this Exhibit will perform substantially as described be free from defects in the Software Documentation material and workmanship for a period of six ninety (690) months days from the original license start date specified in of installation (when installed by Philips) or thirty (30) days from the Notification Form date the parts were delivered to Customer (“Warranty Period”when not installed by Philips). No Certain items such as x-ray tubes, photomultiplier tubes, cathode-ray tubes, and high voltage transformers may carry separate warranties that are provided at the time of purchase. This warranty does not include any defect or extended Warranty Period shall apply with respect failure to any remedy of Errors perform that is the direct or the purchase by Customer of any additional quantities and/or licenses of the Application Software or delivery by IFS of any additional copies. Any warranty claim must be made by Customer within the Warranty Period. IFS do not warrant that the Software will be constantly available, uninterrupted or error free or that all errors may be found to enable correction. IFS makes no performance or other warranty with respect to third-party software which is covered by whatever warranty, if any, each such third party may separately provide to the Customer. Only such limited warranties, conditions or remedies that have been expressly agreed herein shall be granted and available to Customer and are in lieu of all other warranties, conditions or remedies, whether express or implied, written or oral, arising by statute, operation of law, course of dealing, usage or trade or otherwise, including without limitation the implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular or intended purpose, ability to achieve a particular indirect result, or accuracy or completeness of responses or results. While IFS attempts to identify the functions of the IFS Offering which may be of particular benefit to Customer, only Customer is in a position to understand its current and future business needs and, therefore, is solely responsible for the selection, use, and suitability of the IFS Offering for Customer’s purposes, even if IFS has been informed of such purpose. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY IFS, THE APPLICATION SOFTWARE IS PROVIDED TO YOU ON AN “AS IS” BASIS. Warranty Remedy Warranty remedies will be provided as part of Support Services, Customer must therefore have a valid agreement for the provision of Support Services in regards of the warranted Application Software. Subject to the Support Terms, if IFS has breached the warranty set forth in section 3.1 Customer’s sole and exclusive remedy is for IFS, in consultation with Customer, to use reasonable efforts consistent with industry standards to cure the defect or otherwise to redeliver the Application Software so that it substantially complies with the Software Documentation. Warranty remedies are conditioned upon (a) any error or defect complained of is reasonably reproducible by IFS, (b) the Application Software not having been modified and being used in accordance with the Software Documentation, (c) the breach not being attributable in whole or in part, of accident, abuse, misuse, operation of the Covered System in which the part is installed outside of its environmental, electrical or performance specifications, power fluctuations or failures, fires, floods or other similar or dissimilar natural causes, or improper installation or calibration. If a part does not comply with this warranty, then Customer shall promptly return part to any nonPhilips and Philips shall repair or replace such part. THE WARRANITES STATED ABOVE ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT TO ANYTHING PROVIDED BY PHILIPS OR ITS SUBCONTRACTOR UNDER THIS EXHIBIT OR THE AGREEMENT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF A NON- CONFORMING PART AND THE REPAIR OF COVERED SYSTEM FOR ANY NON-IFS product(s) or service(s) including third-party software or CONFORMING SERVICE. 1. Philips holds and owns certain proprietary and trade secret information ("Philips Proprietary Information"), relating to the installation, service, maintenance, and repair of the products, whether or not manufactured or sold by Philips, including the Software and Documentation and any Content stored work product or diagnostic results derived therefrom, any oral, written, or electronically recorded information regarding the installation, service, maintenance, repair, construction, design, theory of design, theory of operation, diagnostic tools, teaching materials, hardware schematics, electrical schematics, software of any nature in any form and on any media, repair analysis techniques or maintenance of any Covered System, service notes, safety bulletins, installation manuals, service manuals, service diagnostic tools and techniques, and any other corresponding information of Philips or any of its predecessors, successors, affiliates, subsidiaries, or assigns. 2. Customer warrants that all Trainees attending any Philips training are Customer’s employees. For the purpose of this Attachment, the term "employee", or other words contemplating the same relationship as "employee", will have the same meaning as when the term is used by the Internal Revenue Service (as distinct from an “independent contractor”) to determine whether there is an obligation to withhold income taxes, withhold and pay Social Security and Medicare taxes, and pay unemployment tax on wages paid. 3. Prior to the disclosure or dissemination of any Philips Proprietary Information to Customer's Trainee(s) and prior to attending training, Customer in conjunction with the Software; or (d) the breach not otherwise being attributable to Customer or any third party acting on its behalf, including without limitation Customer’s incorrect or unpermitted implementation, modification, configuration or use must deliver an original copy of the Softwaresigned Customer Employee Non-Disclosure Agreement (Attachment 3-1) to Philips. Verification Upon requestThe execution by Customer's Trainee(s) of Customer Employee Non- Disclosure Agreement and its delivery to Philips is a CONDITION PRECEDENT to Philips' obligation to train or otherwise disclose or disseminate any Philips Proprietary Information to said Customer Trainee(s). 4. Customer will treat any Philips Proprietary Information that is received in strictest confidence and will refrain from disclosing or disseminating any of the Philips Proprietary Information without Philips’ prior, express, written consent, except to those employees of Customer who have executed a Customer Employee Non-Disclosure Agreement. Except as permitted under this Attachment, Customer will provide IFS not directly or its designated representative with reasonable access to the Designated Operating Environment to confirm that the Software is being used in conformance with the Agreement. Should IFS find that Customer is not in compliance with the terms indirectly disclose, copy, access, run, perform, display, disassemble, decompile, reverse engineer, modify, adapt, translate, create derivative works, distribute, sublicense, sell, assign, or otherwise transfer all, or any part, of the Agreement in all material respectsProprietary Information, or cause or permit the Proprietary Information, or any part thereof, to be used by any persons, other than the Trainees, and only on the Covered System and at the applicable System Site. Except as permitted under this Attachment, Customer shallwill not, in addition directly or indirectly, permit or authorize its employees to paying additional fees as may be due for such use, pay all reasonable costs of use the audit. Failure to provide such access is a material breach of the Agreement. In the event Customer receives an audit request from a supplier of Third-Party Software, Customer shall without delay notify IFS of such request and shall permit IFS to handle and coordinate the request in relation to the requesting supplier in questionPhilips Proprietary Information.

Warranty and Warranty Disclaimer. IFS warrants that the Application a. Although We will make Our best effort to deliver functioning Software will perform substantially as described in the Software Documentation for a period of six (6) months from the original license start date specified in the Notification Form (“Warranty Period”). No separate or extended Warranty Period shall apply with respect to any remedy of Errors or the purchase by Customer of any additional quantities and/or licenses of the Application Software or delivery by IFS of any additional copies. Any warranty claim must be made by Customer within the Warranty Period. IFS and an acceptable Service, We do not warrant that the Software Software, the Services or any content, including 3rd Party Content, provided will be constantly availableerror free, uninterrupted accurate, complete, up-to-date or satisfy all Your requirements. We will use commercially reasonable efforts to correct any error free in the Software or the Services, in a timely fashion, that all errors may be found discovered by You or Us. All 3rd Party Content is provided on an as-is basis. You acknowledge and agree that We, and 3rd Party Content providers, have no liability for Your acts or omissions attributable to enable correctionany 3rd Party Content. b. You acknowledge and agree that notwithstanding the Security Policies and Our methods and procedures to secure the Software, such methods and procedures may not prevent unauthorized electronic intruders to access the Software through the Internet or through other form of electronic communication. IFS makes no performance If such unauthorized electronic intruders are able to bypass Our security protocols, firewall and safeguards, such unauthorized electronic intruder may change, delete, access or other warranty with respect to third-party software which is covered by whatever warranty, if any, each such third party may separately provide to the Customerotherwise corrupt Your Customer Data. Only such limited warranties, conditions or remedies that have been expressly agreed herein shall be granted and available to Customer and are in lieu of all other warranties, conditions or remedies, whether express or implied, written or oral, arising by statute, operation of law, course of dealing, usage or trade or otherwise, including without limitation the implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular or intended purpose, ability to achieve a particular result, or accuracy or completeness of responses or results. While IFS attempts to identify the functions of the IFS Offering which may be of particular benefit to Customer, only Customer is in a position to understand its current and future business needs and, therefore, is solely responsible Except for the selection, use, and suitability maintenance of the IFS Offering for Customer’s purposes, even if IFS has been informed of such purpose. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY IFS, THE APPLICATION SOFTWARE IS PROVIDED TO YOU ON AN “AS IS” BASIS. Warranty Remedy Warranty remedies will be provided as part of Support Services, Customer must therefore have a valid agreement for the provision of Support Services in regards of the warranted Application Software. Subject to the Support Terms, if IFS has breached the warranty set forth in section 3.1 Customer’s sole and exclusive remedy is for IFS, in consultation with Customer, to use reasonable efforts consistent with industry standards to cure the defect or otherwise to redeliver the Application Software so that it substantially complies with the Software Documentation. Warranty remedies are conditioned upon (a) any error or defect complained of is reasonably reproducible by IFS, (b) the Application Software not having been modified and being used in accordance with the Software Documentation, (c) the breach not being attributable in whole or in part to any non-IFS product(s) or service(s) including third-party software or relating to any Content stored or used by Customer in conjunction with the Software; or (d) the breach not otherwise being attributable to Customer or any third party acting on its behalf, including without limitation Customer’s incorrect or unpermitted implementation, modification, configuration or use of the Software. Verification Upon request, Customer will provide IFS or its designated representative with reasonable access to the Designated Operating Environment to confirm that the Software is being used in conformance with the Agreement. Should IFS find that Customer is not appropriate safeguards in compliance with the terms of the Agreement in all material respectsSecurity Policies, Customer shallWe will not be liable to You, in addition and hereby disclaim responsibility, with respect to paying additional fees as may be due for such useany action, pay all reasonable costs of the audit. Failure to provide such access is a material breach of the Agreement. In the event Customer receives an audit request from a supplier of Thirddestructive or otherwise, by any unauthorized electronic intruder. c. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 13, TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE (i) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-Party SoftwareINFRINGEMENT AND (ii) MAKE NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, Customer shall without delay notify IFS of such request and shall permit IFS to handle and coordinate the request in relation to the requesting supplier in questionANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES OR THE SITES, OR THAT THE SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.

Warranty and Warranty Disclaimer. IFS warrants that The Goods sold hereunder and/or used in connection with the Application Software will perform substantially services are not manufactured by us, and as described in the Software Documentation for a period of six (6) months from the original license start date specified in the Notification Form (“Warranty Period”). No separate or extended Warranty Period shall apply with respect to any remedy of Errors or the purchase by Customer of any additional quantities and/or licenses of the Application Software or delivery by IFS of any additional copies. Any warranty claim must be made by Customer within the Warranty Period. IFS do not warrant that the Software will be constantly availablesuch, uninterrupted or error free or that all errors may be found to enable correction. IFS makes we make no performance or other warranty with respect to third-party software which is covered by whatever warranty, if any, each such third party may separately provide to the Customer. Only such limited warranties, conditions or remedies that have been expressly agreed herein shall be granted and available to Customer and are in lieu of all other warranties, conditions or remedies, whether express or implied, written or oralconcerning such Goods other than that we have good title to such Goods and will use our reasonable commercial efforts to obtain from each manufacturer, arising by statute, operation of law, course of dealing, usage or trade or otherwise, including without limitation the implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular or intended purpose, ability to achieve a particular result, or accuracy or completeness of responses or results. While IFS attempts to identify the functions of the IFS Offering which may be of particular benefit to Customer, only Customer is in a position to understand its current and future business needs and, therefore, is solely responsible for the selection, use, and suitability of the IFS Offering for Customer’s purposes, even if IFS has been informed of such purpose. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY IFS, THE APPLICATION SOFTWARE IS PROVIDED TO YOU ON AN “AS IS” BASIS. Warranty Remedy Warranty remedies will be provided as part of Support Services, Customer must therefore have a valid agreement for the provision of Support Services in regards of the warranted Application Software. Subject to the Support Terms, if IFS has breached the warranty set forth in section 3.1 Customer’s sole and exclusive remedy is for IFS, in consultation with Customer, to use reasonable efforts consistent with industry standards to cure the defect or otherwise to redeliver the Application Software so that it substantially complies with the Software Documentation. Warranty remedies are conditioned upon (a) any error or defect complained of is reasonably reproducible by IFS, (b) the Application Software not having been modified and being used in accordance with the Software Documentationmanufacturer’s warranty, (c) the breach not being attributable repair or replacement of Goods that may prove to be defective in whole material or in part to any non-IFS product(s) or service(s) including third-party software or relating to any Content stored or used workmanship. Services provided by Customer in conjunction with the Software; or (d) the breach not otherwise being attributable to Customer or any third party acting on its behalfcontractors are subject only to such warranties as are extended by such third party contractors. Notwithstanding the foregoing, including without limitation Customer’s incorrect or unpermitted implementation, modification, configuration or use of the Software. Verification Upon request, Customer will provide IFS or its designated representative with reasonable access to the Designated Operating Environment extent we are permitted and able and so long as Buyer has paid in full for the Goods or services subject to confirm the warranty claim, we will pass on and make available to you any warranties made by the suppliers, manufacturers of such Goods or third party contractors. For services provided directly by Seller, we warrant that our service will be performed in accordance with applicable industry standards prevailing at the Software is being used in conformance with the Agreementtime of performance. Should IFS find that Customer is not in compliance with the terms Our obligations under this warranty are conditioned upon you notifying us of the Agreement in all material respects, Customer shall, in addition to paying additional fees as may be due for such use, pay all reasonable costs of the audit. Failure to provide such access is a material any alleged breach of the Agreementforegoing warranty promptly after discovery and in any event not later than 90 days after substantial completion of our services, our satisfaction upon inspection that the warranty has been breached, and that Buyer has paid in full for the services subject to the warranty claim. In the event Customer receives of a breach of this warranty we will correct the defective labor or workmanship at our expense or, at our discretion, give you credit in a reasonable amount on account of the defect but in no event in an audit request from a supplier amount greater than the paid price of Third-Party Softwarethe services hereunder. Except as stated hereinabove, Customer shall without delay notify IFS of such request and shall permit IFS to handle and coordinate Seller makes no other warranties concerning the request in relation to the requesting supplier in questionGoods whatsoever. SELLER DISCLAIMS AND EXCLUDES ALL OTHER EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Warranty and Warranty Disclaimer. IFS 4.1 In addition to the warranty obligations described in this Agreement, Philips warrants that the Application Software any replacement parts or special service tools and Service provided under this Exhibit will perform substantially as described be free from defects in the Software Documentation material and workmanship for a period of six ninety (690) months days from the original license start date specified in of installation (when installed by Philips) or thirty (30) days from the Notification Form date the parts were delivered to Customer (“Warranty Period”when not installed by Philips). No Certain items such as x-ray tubes, photomultiplier tubes, cathode-ray tubes, and high voltage transformers may carry separate warranties that are provided at the time of purchase. This warranty does not include any defect or extended Warranty Period shall apply with respect failure to any remedy of Errors perform that is the direct or the purchase by Customer of any additional quantities and/or licenses of the Application Software or delivery by IFS of any additional copies. Any warranty claim must be made by Customer within the Warranty Period. IFS do not warrant that the Software will be constantly available, uninterrupted or error free or that all errors may be found to enable correction. IFS makes no performance or other warranty with respect to third-party software which is covered by whatever warranty, if any, each such third party may separately provide to the Customer. Only such limited warranties, conditions or remedies that have been expressly agreed herein shall be granted and available to Customer and are in lieu of all other warranties, conditions or remedies, whether express or implied, written or oral, arising by statute, operation of law, course of dealing, usage or trade or otherwise, including without limitation the implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular or intended purpose, ability to achieve a particular indirect result, or accuracy or completeness of responses or results. While IFS attempts to identify the functions of the IFS Offering which may be of particular benefit to Customer, only Customer is in a position to understand its current and future business needs and, therefore, is solely responsible for the selection, use, and suitability of the IFS Offering for Customer’s purposes, even if IFS has been informed of such purpose. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY IFS, THE APPLICATION SOFTWARE IS PROVIDED TO YOU ON AN “AS IS” BASIS. Warranty Remedy Warranty remedies will be provided as part of Support Services, Customer must therefore have a valid agreement for the provision of Support Services in regards of the warranted Application Software. Subject to the Support Terms, if IFS has breached the warranty set forth in section 3.1 Customer’s sole and exclusive remedy is for IFS, in consultation with Customer, to use reasonable efforts consistent with industry standards to cure the defect or otherwise to redeliver the Application Software so that it substantially complies with the Software Documentation. Warranty remedies are conditioned upon (a) any error or defect complained of is reasonably reproducible by IFS, (b) the Application Software not having been modified and being used in accordance with the Software Documentation, (c) the breach not being attributable in whole or in part, of accident, abuse, misuse, operation of the Covered System in which the part is installed outside of its environmental, electrical or performance specifications, power fluctuations or failures, fires, floods or other similar or dissimilar natural causes, or improper installation or calibration. If a part does not comply with this warranty, then Customer shall promptly return part to any nonPhilips and Philips shall repair or replace such part. THE WARRANITES STATED ABOVE ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT TO ANYTHING PROVIDED BY PHILIPS OR ITS SUBCONTRACTOR UNDER THIS EXHIBIT OR THE AGREEMENT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF A NON- CONFORMING PART AND THE REPAIR OF COVERED SYSTEM FOR ANY NON-IFS product(s) or service(s) including third-party software or CONFORMING SERVICE. 1. Philips holds and owns certain proprietary and trade secret information ("Philips Proprietary Information"), relating to the installation, service, maintenance, and repair of the products, whether or not manufactured or sold by Philips, including the Software and Documentation and any Content stored work product or diagnostic results derived therefrom, any oral, written, or electronically recorded information regarding the installation, service, maintenance, repair, construction, design, theory of design, theory of operation, diagnostic tools, teaching materials, hardware schematics, electrical schematics, software of any nature in any form and on any media, repair analysis techniques or maintenance of any Covered System, service notes, safety bulletins, installation manuals, service manuals, service diagnostic tools and techniques, and any other corresponding information of Philips or any of its predecessors, successors, affiliates, subsidiaries, or assigns. 2. Customer warrants that all Trainees attending any Philips training are Customer’s employees. For the purpose of this Attachment, the term "employee", or other words contemplating the same relationship as "employee", will have the same meaning as when the term is used by the Internal Revenue Service (as distinct from an “independent contractor”) to determine whether there is an obligation to withhold income taxes, withhold and pay Social Security and Medicare taxes, and pay unemployment tax on wages paid. 3. Prior to the disclosure or dissemination of any Philips Proprietary Information to Customer's Trainee(s) and prior to attending training, Customer in conjunction with the Software; or (d) the breach not otherwise being attributable to Customer or any third party acting on its behalf, including without limitation Customer’s incorrect or unpermitted implementation, modification, configuration or use must deliver an original copy of the Softwaresigned Customer Employee Non-Disclosure Agreement (Attachment 3-1) to Philips. Verification Upon requestThe execution by Customer's Trainee(s) of Customer Employee Non- Disclosure Agreement and its delivery to Philips is a CONDITION PRECEDENT to Philips' obligation to train or otherwise disclose or disseminate any Philips Proprietary Information to said Customer Trainee(s). 4. Customer will treat any Philips Proprietary Information that is received in strictest confidence and will refrain from disclosing or disseminating any of the Philips Proprietary Information without Philips’ prior, express, written consent, except to those employees of Customer who have executed a Customer Employee Non-Disclosure Agreement. Except as permitted under this Attachment, Customer will provide IFS not directly or indirectly disclose, copy, access, run, perform, display, disassemble, decompile, reverse engineer, modify, adapt, translate, create derivative works, distribute, sublicense, sell, assign, or otherwise transfer all, or any part, of the Proprietary Information, or cause or permit the Proprietary Information, or any part thereof, to be used by any persons, other than the Trainees, and only on the Covered System and at the applicable System Site. Except as permitted under this Attachment, Customer will not, directly or indirectly, permit or authorize its designated representative employees to use the Philips Proprietary Information. 5. All information disclosed to Customer's Trainee(s) in connection with reasonable access to said training, and all related information regarding the Designated Operating Environment to confirm that the Software is being used in conformance with the Agreement. Should IFS find Covered System that Customer may have access to, is not in compliance with the terms presumed to be Philips Proprietary Information. 6. The use or disclosure of any of the Philips Proprietary Information by Customer’s Trainee(s) for purposes other than the service, maintenance, or repair of the Covered System without Philips’ prior, express, written consent is a breach of this Attachment and an unauthorized use or disclosure of Philips' trade secrets or other proprietary rights. If there is such an unauthorized use or disclosure, Philips will be entitled to compensation for all damages arising out of or resulting therefrom, including all consequential damages and attorney’s fees incurred by Philips. Considering the substantial investment that Philips has in the Philips Proprietary Information, a violation by or for Customer of any provision of this Attachment or Customer Employee Non-Disclosure Agreement in all material respects, Customer shallby Customer's Trainee(s) will cause irreparable injury to Philips and Philips will be States entitled, in addition to paying additional fees as any other rights and remedies it may be due for such usehave at law or in equity, pay all reasonable costs to an injunction enjoining and restraining Customer from violating, or continuing to violate, its obligations under this Attachment. Customer confers jurisdiction to enforce the provisions of this Attachment upon the courts of any state of the auditUnited States. Failure to provide such access is a material Customer shall indemnify and hold Philips harmless from any damages resulting from Customer or Trainee’s breach of this Attachment. 7. The obligations hereunder to maintain the Agreementconfidentiality of Philips Proprietary Information will endure permanently. In Customer may not assign this Attachment, nor may any party succeed to Xxxxxxxx's rights and obligations hereunder, unless with the event Customer receives an audit request from a supplier prior written approval of Third-Party SoftwarePhilips. The terms and conditions of this Attachment will inure to and be binding upon Customer’s affiliates, Customer shall without delay notify IFS of such request parent, subsidiaries, officers, directors, employees, agents, or other representatives and shall permit IFS to handle its permitted assigns and coordinate the request in relation to the requesting supplier in questionsuccessors.

Warranty and Warranty Disclaimer. IFS Seller warrants that all Paper sold pursuant hereto will conform to the Application Software will perform substantially as described specifications set forth on Exhibit A. The parties acknowledge that the specifications do not exceed normal industry standards. Any deviation in the Software Documentation paper descriptions, specifications or other provisions hereof must be consented to in writing by both Buyer and Seller. Should standards for bag paper materially change for the entire industry, and should Buyer request Seller to change its specifications accordingly, then Seller shall have the right to make the necessary capital expenditures to accomplish such changes within a period reasonable time. Seller also warrants it will convey good and marketable title to the Paper, free and clear of six (6) months from any liens, claims or other encumbrances. The aforesaid warranties run only to Buyer and are non-assignable. Except as expressly set forth above, there is NO WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR PARTICULAR PURPOSE relating to such Paper and none shall be implied by law. As to the original license start date specified in the Notification Form (“Warranty Period”). No separate or extended Warranty Period shall apply warranty expressly made with respect to the specifications referred to above, any remedy claim by Buyer on account of Errors or the purchase by Customer breach of any additional quantities and/or licenses of the Application Software or delivery by IFS of any additional copies. Any such warranty claim must be made by Customer within the Warranty Period. IFS do not warrant that the Software will be constantly available, uninterrupted or error free or that all errors may be found to enable correction. IFS makes no performance or other warranty with respect to third-party software which is covered by whatever warranty, if any, each such third party may separately provide to the Customer. Only such limited warranties, conditions or remedies that have been expressly agreed herein shall be granted and available to Customer and are in lieu deemed waived conclusively unless written notice thereof is given within 30 days of all Buyer's receipt of Paper (or such other warranties, conditions or remedies, whether express or implied, written or oral, arising by statute, operation of law, course of dealing, usage or trade or otherwise, including without limitation the implied warranties or conditions of merchantability, satisfactory quality, fitness for a particular or intended purpose, ability to achieve a particular result, or accuracy or completeness of responses or results. While IFS attempts to identify the functions of the IFS Offering which may be of particular benefit to Customer, only Customer is in a position to understand its current and future business needs and, therefore, is solely responsible for the selection, use, and suitability of the IFS Offering for Customer’s purposes, even if IFS has been informed of such purpose. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY IFS, THE APPLICATION SOFTWARE IS PROVIDED TO YOU ON AN “AS IS” BASIS. Warranty Remedy Warranty remedies will be provided as part of Support Services, Customer must therefore have a valid agreement for the provision of Support Services in regards of the warranted Application Software. Subject to the Support Terms, if IFS has breached the warranty set forth in section 3.1 Customer’s sole and exclusive remedy is for IFS, in consultation with Customer, to use reasonable efforts consistent with industry standards to cure the defect or otherwise to redeliver the Application Software so that it substantially complies with the Software Documentation. Warranty remedies are conditioned upon (a) any error or defect complained of is reasonably reproducible by IFS, (b) the Application Software not having been modified and being used in accordance with the Software Documentation, (c) the breach not being attributable in whole or in part to any non-IFS product(s) or service(s) including third-party software or relating to any Content stored or used by Customer in conjunction with the Software; or (d) the breach not otherwise being attributable to Customer or any third party acting on its behalf, including without limitation Customer’s incorrect or unpermitted implementation, modification, configuration or use of the Software. Verification Upon request, Customer will provide IFS or its designated representative with reasonable access to the Designated Operating Environment to confirm that the Software is being used in conformance with the Agreement. Should IFS find that Customer is not in compliance with the terms of the Agreement in all material respects, Customer shall, in addition to paying additional fees period as may be due for such usecustomary in the industry from time to time) and before use or alteration thereof and shall not apply to any Paper which shall have been damaged in any material way after title and risk of loss pass to Buyer. The foregoing limitations of warranty shall not apply to warranty of title. Seller shall have the right to either replace or repair any defective Paper, pay all to refund the purchase price or credit Buyer therewith, or, with Buyer's concurrence, to grant a reasonable costs of the audit. Failure to provide such access is a material breach of the Agreement. In the event Customer receives an audit request from a supplier of Third-Party Software, Customer shall without delay notify IFS allowance on account of such request defects, it being understood that if Seller no longer manufactures and sells Paper to Buyer under this Agreement, Seller shall permit IFS refund the proper amount to handle Buyer; and coordinate SELLER'S LIABILITY AND BUYER'S EXCLUSIVE REMEDY FOR DEFECTIVE PAPER SHALL BE LIMITED TO REPLACEMENT, REPAIR, CREDIT OR ALLOWANCE AS SELLER MAY ELECT AND AS PROVIDED ABOVE AND SELLER SHALL NOT BE LIABLE FOR ANY OTHER LOSS OR DAMAGES, DIRECT, CONSEQUENTIAL, SPECIAL OR OTHERWISE, occasioned by defects or deficiencies in the request in relation Paper or for my other cause whatsoever. Seller shall be given reasonable opportunity to the requesting supplier in questioninvestigate all claims and no Paper shall be returned to Seller until receipt by Buyer of shipping instructions from Seller.