Cisco InfiniBand SFS 7000 Quick Start Manual page 16

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STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
TOPSPIN'S LIMITED WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS.
CUSTOMER MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM
STATE/JURISDICTION TO STATE/JURISDICTION.
10. Confidentiality. "Confidential Information" means any oral, written, graphic or machine-readable
information disclosed by Topspin that is designated in writing to be confidential or proprietary or
should be reasonably understood to be confidential. Customer agrees to: (a) refrain from using
Confidential Information except as necessary to exercise its rights herein and (b) use best efforts
preserve and protect the confidentiality of the Confidential Information. Notwithstanding the
foregoing, Confidential Information shall not include information: (i) already publicly known; (ii)
otherwise known to Customer through no wrongful conduct, or (iii) to the extent required to be
disclosed by law or court order.
11. Limitation of Liability. IN NO EVENT SHALL TOPSPIN OR ITS SUPPLIERS BE LIABLE TO
CUSTOMER OR ANY THIRD PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE
PRODUCTS OR SERVICES, LOST PROFITS, DATA OR BUSINESS, OR FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF
ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE). TOPSPIN'S
TOTAL AND CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH
ANY PRODUCTS PURCHASED BY CUSTOMER HEREUNDER SHALL IN NO EVENT
EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR SUCH PRODUCTS. THE
TOPSPIN OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY.
12. Termination. If either party breaches a material provision of this Agreement and fails to cure such
breach within thirty (30) days after receiving written notice of the breach, the non-breaching party
shall have the right to terminate this Agreement at any time. Customer's breach of a payment
obligation constitutes a default the date the payment is due and Topspin shall have the right to
terminate this Agreement immediately. Either party may terminate this Agreement, effective
immediately upon written notice, if the other party becomes the subject of a voluntary or
involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership,
liquidation or composition for the benefit of creditors. In the event that a party terminates this
Agreement pursuant to this Section, (i) the terms and conditions of this Agreement shall apply to all
Products shipped prior to the date of termination of this Agreement, and (ii) orders for Products
which have not been shipped as of the date of termination may be terminated at the option of the
party terminating this Agreement.
13. Export Control. Customer acknowledges and agrees that the Products provided under this
Agreement may be subject to restrictions and controls imposed by the United States Export
Administration Act and the regulations thereunder. Customer warrants that it will not export or
re-export any Products provided under this Agreement into any country in violation of such
controls or any other laws, rules or regulations of any country, state or jurisdiction.
14. Government Restricted Rights. As defined in FAR section 2.101, DFAR section
252.227-7014(a)(1) and DFAR section 252.227-7014(a)(5) or otherwise, the Software and
associated documentation are "commercial items," "commercial computer software" and/or
"commercial computer software documentation." Consistent with DFAR section 227.7202, FAR
section 12.212 and other sections, any use, modification, reproduction, release, performance,
display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely
by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by
the terms of this Agreement.
15. Miscellaneous. This Agreement is governed and interpreted in accordance with the laws of the
State of California, U.S.A. without reference to conflicts of laws principles and excluding the
United Nations Convention on Contracts for the Sale of Goods. The parties consent to the exclusive
jurisdiction of, and venue in, Santa Clara County, California, U.S.A. Customer shall not transfer,