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right of Magellan to recover damages or other rights or remedies, or
give rise to any right or recovery by Customer.
9.lndemnification. Customer shall indemnify Magellan and its
third party suppliers against any claims related to Customer's use of
the Software, Third Party Software and Documentation, including
clai ms for loss of data and busi ness interru ption.
10. General Provisions
lO.lForce Majeure. Neither Customer nor Magellan shall be liable
in any circumstances for failure to perform under this Agreement
where such failure is due to a cause beyond such party's reasonable
control.
lO.2Notices. Any notices required or permitted to be given hereun-
der to Magellan, or any other communications related hereto, shall
be sent to the appropriate Magellan address set forth on the first
page of this Agreement by internationally-recognized overnight cou-
rier and shall be deemed received seventy-two (72) hours following
the posting of the same.
lO.3Confidentiality. Any information disclosed by Magellan to Cus-
tomer shall be held by Customer in confidence and not disclosed,
and Customer shall treat such information with the same care with
which it treats its own confidential information, and shall use com-
mercially reasonable efforts to ensure that such information is not
disclosed to a third party in any manner except with the prior writ-
ten consent of Magellan, except where such information is required
to be disclosed by court order or applicable law or becomes publicly
known through no fault of Customer.
lO.4Entire Agreement; No Waiver. This Agreement represents the
entire understanding of the parties with respect to the subject mat-
ter hereof, and supersedes any other prior understanding of the par-
ties, whether written or oral. No amendment, alteration or waiver of
this Agreement shall be effective unless made in writing and signed
by both parties.
lO.5Governing Law. This Agreement shall be governed and con-
strued in accordance with the laws of the State of Cal iforn ia,
United States, without regard to its confl icts of law pri nciples and
without regard to the United Nations Convention on Contracts for
right of Magellan to recover damages or other rights or remedies, or
give rise to any right or recovery by Customer.
9.lndemnification. Customer shall indemnify Magellan and its
third party suppliers against any claims related to Customer's use of
the Software, Third Party Software and Documentation, including
clai ms for loss of data and busi ness interru ption.
10. General Provisions
lO.lForce Majeure. Neither Customer nor Magellan shall be liable
in any circumstances for failure to perform under this Agreement
where such failure is due to a cause beyond such party's reasonable
control.
lO.2Notices. Any notices required or permitted to be given hereun-
der to Magellan, or any other communications related hereto, shall
be sent to the appropriate Magellan address set forth on the first
page of this Agreement by internationally-recognized overnight cou-
rier and shall be deemed received seventy-two (72) hours following
the posting of the same.
lO.3Confidentiality. Any information disclosed by Magellan to Cus-
tomer shall be held by Customer in confidence and not disclosed,
and Customer shall treat such information with the same care with
which it treats its own confidential information, and shall use com-
mercially reasonable efforts to ensure that such information is not
disclosed to a third party in any manner except with the prior writ-
ten consent of Magellan, except where such information is required
to be disclosed by court order or applicable law or becomes publicly
known through no fault of Customer.
lO.4Entire Agreement; No Waiver. This Agreement represents the
entire understanding of the parties with respect to the subject mat-
ter hereof, and supersedes any other prior understanding of the par-
ties, whether written or oral. No amendment, alteration or waiver of
this Agreement shall be effective unless made in writing and signed
by both parties.
lO.5Governing Law. This Agreement shall be governed and con-
strued in accordance with the laws of the State of Cal iforn ia,
United States, without regard to its confl icts of law pri nciples and
without regard to the United Nations Convention on Contracts for
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