Ford VMM Hardware Manual page 20

" # " $
Insurance and Indemnification. Buyer shall defend, indemnify and hold harmless Seller from and
against, and at Buyer's own expense provide insurance satisfactory to Seller covering any and all
losses, damages, claims, expenses and other liabilities (including attorneys' fees) relating to or
arising out of: (i) damage, loss, theft or destruction of the Equipment, or (ii) death, injury or property
damage connected with the use, operation or condition (including without limitation, defects
whether or not discoverable by any party) of the Equipment. Buyer shall promptly notify Seller of
any such claim. Seller shall have the right to participate, at its own expense, in any proceeding for
which Buyer has undertaken the defense of Seller, and in no event shall Buyer settle any claim
against Seller without Seller's prior written consent. Buyer shall provide evidence of such
insurance to Seller upon demand. Seller is under no obligation to examine any insurance
certificate or advise Buyer that its insurance does not comply with the requirements set forth
herein. The losses covered by insurance shall in all cases be payable to Seller and Buyer as their
interests may appear. If Buyer fails to insure the Equipment as herein provided, Seller may, but is
not obligated to, place such insurance upon the Equipment and the Buyer agrees to pay to Seller
on demand the premiums for such insurance placed by Seller. In no event shall any insurance
coverage be deemed to limit or replace Buyer's obligation to indemnify Seller as provided herein.
13. Seller' s Remedies. In the event Buyer breaches this Agreement, Seller has all the remedies
available to a seller under the Uniform Commercial Code and may pursue any other remedy
available at law or in equity. Should legal proceedings be instituted by Seller to recover any
amounts due hereunder or to take possession of the Equipment, Buyer shall pay all collection and
legal expenses (including court costs and reasonable attorneys' fees). Seller' s rights shall be
cumulative and action on one right shall not be deemed to constitute an election or waiver of the
other rights to which Seller may be entitled.
14. Termination for Convenience. If Buyer notifies Seller that it wishes to terminate any order or this
Agreement for its convenience and Seller accepts such termination, Seller will stop all work as
promptly as reasonably possible, but Buyer shall be responsible for (a) a termination charge equal
to 10% of the purchase price of the Equipment prior to shipment of the Equipment (b) a restocking
charge of 15% of the purchase price of the Equipment if written notice of termination is received by
Seller subsequent to shipment of the Equipment. The parties agree that these charges represent
liquidated damages and are not a penalty.
General. The waiver by either party of, or failure to claim, a breach of any provision of this contract shall
not be deemed to be a waiver of any provision of this contract, shall not be deemed to be a waiver of any
subsequent breach or to affect in any way the effectiveness of such provision. This contract constitutes the
entire agreement between the parties and may not be changed except by an instrument in writing signed
by the party to be charged. This contract may not be assigned by Buyer without the Seller's prior written
consent. Seller may assign this contract at any time but shall not thereby be relieved from any liability
hereunder. In the event that one or more clauses of this contract are found to be unenforceable, illegal or
contrary to public policy by court of competent jurisdiction, the remainder of this contract shall remain in full
force and effect except for the unenforceable, illegal or other provisions. This agreement is a Michigan
agreement and shall be interpreted, construed and enforced in accordance with the laws of the State of
Michigan, United States of America. Each of the parties hereto agrees that any legal or equitable action or
proceeding with respect to this agreement shall be brought only in any court of the State of Michigan, or in
any court of the United States of America sitting in Michigan, and each of the parties hereto submits to and
accepts generally and unconditionally the jurisdiction of those courts with respect to such party's person
and property. Each party hereby irrevocably waives any objection to the laying of venue of any such action
or proceeding in the above described courts.
% &
1