Teacher: In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.
Teacher: Now, understand the problem? If you are still confused, see the following example:
Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong. 1. General provisions 1.1 This is a framework agreement, the terms and conditions are applied to all purchase orders which signed by this agreement (hereinafter referred to as the  order ). 1.2 If the provisions of the agreement are inconsistent with the order, the order shall prevail. Not stated in order content will be subject to the provisions of agreement. Any modification, supplementary, give up should been written records, only to be valid by buyers and sellers authorized representative signature and confirmation, otherwise will be deemed invalid. 2. The agreement and order 2.1 During the validity term of this agreement, The buyer entrust SHENZHEN YICHANGTAI IMPORT AND EXPORT TRADE CO., LTD or SHENZHEN LEHEYUAN TRADING CO, LTD (hereinafter referred to as the  entrusted party  or  YICHANGTAI  or  LEHEYUAN ), to purchase the products specified in this agreement from the seller in the form of orders. 2.2 The seller shall be confirmed within three working days after receipt of order. If the seller finds order is not acceptable or need to modify, should note entrusted party in two working days after receipt of the order, If the seller did not confirm orders in time or notice not accept orders or modifications, the seller is deemed to have been accepted the order. The orders become effective once the seller accepts, any party shall not unilaterally cancel the order before the two sides agreed . 2.3 If the seller puts forward amendments or not accept orders, the seller shall be in the form of a written notice to entrusted party, entrusted party accept the modified by written consent, the modified orders to be taken effect. 2.4 Seller\'s note, only the buyer entrust the entrusted party issued orders, the product delivery and payment has the force of law.

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Source: LOHA CO. LTD., F-1, 12/9/2019





3. GOODS AND COUNTRY OF ORIGIN: 4. Specific order: The products quantity, unit price, specifications, delivery time and transportation, specific content shall be subject to the purchase order issued by entrusted party which is commissioned the buyer. 5. PACKING: To be packed in new strong wooden case(s) /carton(s), suitable for long distance transportation and for the change of climate, well protected against rough handling, moisture, rain, corrosion, shocks, rust, and freezing. The seller shall be liable for any damage and loss of the commodity, expenses incurred on account of improper packing, and any damage attributable to inadequate or improper protective measures taken by the seller in regard to the packing. One full set of technical All wooden material of shipping package must be treated as the requirements of Entry-Exit Inspection and Quarantine Bureau of China, by the agent whom is certified by the government where the goods is exported. And the goods must be marked with the IPPC stamps, which are certified by the government agent of Botanical-Inspection and Quarantine Bureau. 6. SHIPPING MARK: The Sellers shall mark on each package with fadeless paint the package number, gross weight, net weight, measurements and the wordings:  KEEP AWAY FROM MOISTURE , HANDLE WITH CARE   THIS SIDE UP  etc. and the shipping mark on each package with fadeless paint. 7. DATE OF SHIPMENT: According to specific order by YICHANGTAI or LEHEYUAN. 8. PORT OF SHIPMENT:

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Source: LOHA CO. LTD., F-1, 12/9/2019





9. PORT OF DESTINATION: SHENZHEN, GUANGDONG, CHINA 10. INSURANCE: To be covered by the Seller for 110% invoice value against All Risks and War Risk. 11. PAYMENT: Under Letter of Credit or T/T: Under the Letter of Credit: The Buyer shall open an irrevocable letter of credit with the bank within 30 days after signing the contract, in favor of the Seller, for 100% value of the total contract value. The letter of credit should state that partial shipments are allowed. The Buyer\'s agent agrees to pay for the goods in accordance with the actual amount of the goods shipped. 80% of the system value being shipped will be paid against the documents stipulated in Clause 12.1. The remaining 20% of the system value being shipped will be paid against the documents stipulated in Clause 12.2. The Letter of Credit shall be valid until 90 days after the latest shipment is effected. Under the T/T The trustee of the buyer remitted the goods to the seller by telegraphic transfer in batches as agreed upon after signing each order. 12. DOCUMENTS: 12.1 (1) Invoice in 5 originals indicating contract number and Shipping Mark (in case of more than one shipping mark, the invoice shall be issued separately). (2) One certificate of origin of the goods. (3) Four original copies of the packing list. (4) Certificate of Quality and Quantity in 1 original issued by the agriculture products base. (5) One copy of insurance coverage (6) Copy of cable/letter to the transportation department of Buyer advising of particulars as to shipment immediately after shipment is made.

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Source: LOHA CO. LTD., F-1, 12/9/2019





12.2 (1) Invoice in 3 originals indicating contract number and L/C number. (2) Final acceptance certificate signed by the Buyer and the Seller. 13. SHIPMENT: CIP The seller shall contract on usual terms at his own expenses for the carriage of the goods to the agreed point at the named place of destination and bear all risks and expenses until the goods have been delivered to the port of destination. The Sellers shall ship the goods within the shipment time from the port of shipment to the port of destination. Transshipment is allowed. Partial Shipment is allowed. In case the goods are to be dispatched by parcel post/sea-freight, the Sellers shall, 3 days before the time of delivery, inform the Buyers by cable/letter of the estimated date of delivery, Contract No., commodity, invoiced value, etc. The sellers shall, immediately after dispatch of the goods, advise the Buyers by cable/letter of the Contract No., commodity, invoiced value and date of dispatch for the Buyers. 14. SHIPPING ADVICE: The seller shall within 72 hours after the shipment of the goods, advise the shipping department of buyer by fax or E-mail of Contract No., goods name, quantity, value, number of packages, gross weight, measurements and the estimated arrival time of the goods at the destination. 15. GUARANTEE OF QUALITY: The Sellers guarantee that the commodity hereof is complies in all respects with the quality and specification stipulated in this Contract. 16. CLAIMS: Within 7 days after the arrival of the goods at destination, should the quality, specification, or quantity be found not in conformity with the stipulations of the Contract except those claims for which the insurance company or the owners of the vessel are liable, the Buyers, on the strength of the Inspection Certificate issued by the China Commodity Inspection Bureau, have the right to claim for replacement with new goods, or for compensation, and all the expenses (such as inspection charges, freight for returning the goods and for sending the replacement, insurance premium, storage and loading and unloading charges etc.) shall be borne by the Sellers. The Certificate so issued shall be accepted as the base of a claim. The Sellers, in accordance with the Buyers\' claim, shall be responsible for the immediate elimination of the defect(s), complete or partial replacement of the commodity or shall devaluate the commodity according to the state of defect(s). Where necessary, the Buyers shall be at liberty to eliminate the defect(s) themselves at the Sellers\' expenses. If the Sellers fail to answer the Buyers within one weeks after receipt of the aforesaid claim, the claim shall be reckoned as having been accepted by the Sellers.

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Source: LOHA CO. LTD., F-1, 12/9/2019





17. FORCE MAJEURE: The Sellers shall not be held responsible for the delay in shipment or non-delivery, of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Sellers shall advise the Buyers immediately of the occurrence mentioned above and within fourteen days thereafter, the Sellers shall send by airmail to the Buyers a certificate of the accident issued by the competent government authorities, Chamber of Commerce or registered notary public of the place where the accident occurs as evidence thereof. Under such circumstances the Sellers, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than 10 weeks, the Buyers shall have the right to cancel the Contract. 18. LATE DELIVERY AND PENALTY: Should the Sellers fail to make delivery on time as stipulated in the Contract, with exception of Force Majeure causes specified in Clause 17 of this Contract, the Buyers shall agree to postpone the delivery on condition that the Sellers agree to pay a penalty which shall be deducted by the paying bank from the payment. The penalty, however, shall not exceed 5% of the total value of the goods involved in the late delivery. The rate of penalty is charged at 0.5% for every seven days, odd days less than seven days should be counted as seven days. In case the Sellers fail to make delivery ten weeks later than the time of shipment stipulated in the Contract, the Buyers have the right to cancel the contract and the Sellers, in spite of the cancellation, shall still pay the aforesaid penalty to the Buyers without delay, the seller should refund the money received and pay the 30% of the total goods price of the penalty 19. ARBITRATION: All disputes in connection with this Contract or the execution thereof shall be settled friendly through negotiations. In case no settlement can be reached, the case may then be submitted for arbitration to the Foreign Economic and Trade Arbitration Committee of the China Beijing Council for the Promotion of International Trade in accordance with its Provisional Rules of Procedures by the said Arbitration Committee. The Arbitration shall take place in Beijing and the decision of the Arbitration Committee shall be final and binding upon both parties; neither party shall seek recourse to a law court nor other authorities to appeal for revision of the decision. Arbitration fee shall be borne by the losing party. 20. This final price is the confidential information. Dissemination, distribution or duplication of this price is strictly prohibited.

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Source: LOHA CO. LTD., F-1, 12/9/2019





21. Law application It will be governed by the law of the People\'s Republic of China ,otherwise it is governed by United Nations Convention on Contract for the International Sale of Goods. 22. <<Incoterms 2000>> The terms in the contract are based on (INCOTERMS 2000) of the International Chamber of Commerce. 23. The Contract is valid for 5 years, beginning from and ended on . This Contract is made out in three originals in both Chinese and English, each language being legally of the equal effect. Conflicts between these two languages arising there from, if any, shall be subject to Chinese version. One copy for the Sellers, two copies for the Buyers. The Contract becomes effective after signed by both parties. THE BUYER: THE SELLER: SIGNATURE: SIGNATURE: 6

Source: LOHA CO. LTD., F-1, 12/9/2019 
Question: Highlight the parts (if any) of this contract related to  Document Name  that should be reviewed by a lawyer. Details: The name of the contract
Solution: SUPPLY CONTRACT
Reason: This question is based on the following sentence in the passage "Exhibit 10.16 SUPPLY CONTRACT Contract No: Date: The buyer/End-User: Shenzhen LOHAS Supply Chain Management Co., Ltd. ADD: Tel No. : Fax No. : The seller: ADD: The Contract is concluded and signed by the Buyer and Seller on , in Hong Kong.". This line explicitly contains the name of the contract at the start.

Now, solve this instance: Promotion Agreement Between                     PageMaster Corporation and Go Call, Inc.

                                    AGREEMENT                                     ---------

        This Promotion Agreement (herein Agreement) dated March 12,1999, by and between Go Call, Inc. (herein Go Call) located at 15 Queen Street East, Cambridge Ontario, Canada N3C2A7 and PageMaster Corporation located at 100 E. Thousand Oaks Blvd. Suite 297, Thousand Oaks, CA 91360, shall set forth the Terms and conditions pursuant to which Go Call and PageMaster Corporation shall create a promotion as more fully described below.

        WHEREAS, Go Call seeks to increase its sales and website activity; and         WHEREAS. PageMaster Corporation seeks to promote the contracting of         paging service to clients;         NOW THEREFORE, Go Call and PageMaster Corporation in consideration of         the mutual obligations set forth herein and other good and valuable         consideration, the receipt and sufficiency of which the parties         acknowledge, hereby agree as follows:

1.      Description of the Promotion         ----------------------------

        PageMaster Corporation in conjunction with Go Call, shall offer free new Motorola Wordline Alphanumeric (or equal) pagers with no activation fee to all customers responding to this promotion who purchase twelve (12) months of numeric paging and airtime products and services from PageMaster Corporation (Purchase Customers).

2.      Consumer Cost Description         -------------------------

        Each Purchase Customer will be required to purchase twelve months of local numeric airtime at a rate of $10.33 per month through a designated nationwide airtime provider, prepaid in advance. The purchased airtime shall be non-refundable to the consumer. Additionally, Purchase Customers will be required to pay for shipping and handling costs and applicable sales taxes based on their locations.

3.      Term         ----

        This promotion shall begin on June 1,1999 and shall terminate June 1, 2000 (herein Term) This term shall be extended for a 1 year period provided 3000 pagers per month are distributed to Purchase customers.

4.      Responsibilities of PageMaster Corporation         ------------------------------------------

        PageMaster Corporation shall be responsible for providing the following:

        a.     For Purchase Customers to participate in the promotion,                PageMaster Corporation shall establish and maintain a toll-free                telephone number for this promotion beginning June 1,1999 and                continuing until September 1, 2000 unless otherwise requested by                Go Call and agreed upon by PageMaster Corporation.

        b.     PageMaster Corporation shall provide a minimum of 100,000 up to                500,000 pagers for the fulfillment of this promotion to all                Purchase Customers who prepay their annual airtime.

        c.     PageMaster Corporation shall be responsible for all fulfillment                obligations of this promotion relating to paging services,                including, but not limited to, timely delivery of pagers, paging                services, defective goods handling, subcontracting, deadlines,                and handling of consumer and regulatory inquiries and complaints.

        d.     PageMaster Corporation will contract with a nationwide airtime                service provider to fulfill and to ship Purchasing Customer                orders direct to the Purchase Customers to fulfill this promotion                in a timely manner. PageMaster Corporation has chosen for the                purpose of this promotion, MetroCall Inc. to provide pager and                airtime services where the nationwide airtime service provider                has the facilities and the requisite governmental authority to                provide such services. All Purchase Customers shall become                customers of the nationwide airtime service provider. The                nationwide airtime service provider shall be allowed to market                additional pagers arid enhanced services to all Purchase                Customers, and to charge for over-calls with respect to any                account with a Purchase Customer. The nationwide airtime service                provider shall be able to discontinue or terminate service to any                Purchase Customer in accordance with the terms of the contract                between the nationwide airtime service provider and the Purchase                Customer. Notwithstanding the foregoing, PageMaster Corporation                shall remain solely responsible for the fulfillment of all                services and obligations set forth in this Agreement.

        e.     PageMaster Corporation shall not engage in the same or similar                promotion with any other On-Line Casinos from June 1, 1999                through June 1, 2000.





        f.     PageMaster Corporation will provide at no charge programming                software that will allow Go Call to broadcast any and all                messages of 125 characters or less to all Go Call consumers who                have redeemed pagers on this promotion.

5.      Responsibilities of Go Call         ---------------------------

        a.     Go Call shall prepare and distribute at its own expense, all                advertising materials to be used for this promotion.

        b.     Go Call, shall submit in advance, all artwork and advertising to                PageMaster Corporation for approval as provided in Paragraph 8.

        c.     Go Call shall not engage in the same or similar promotions during                the Term of this Agreement with any other entity providing paging                services, equipment or other related products and services.

6.      Payment Made As Deposit On Pagers         ---------------------------------

        Upon the execution of this Agreement, Go Call shall forward to PageMaster Corporation a deposit in the sum of $100,000.00 to secure the availability of 100,000 pagers to all Purchase Customers who prepay their annual airtime for this promotion. The deposit is non-refundable except as follows:

        a.     PageMaster Corporation shall refund to Go Call, $1.00 per pager                on all pagers delivered to Purchase Customers pursuant to this                promotion (net return) up to the maximum refund of $100,000.00.

        b.     On the last day of each month, the refund of Go Call's portion of                the deposit shall be calculated by PageMaster Corporation for the           &bbsp;    prior month and will be forwarded to Go Call by check, along with                an extended accounting of all pagers and customers until                September 1, 2000, unless otherwise instructed by Go Call. Go                Call, upon ten (10) days written notice, shall have the right to                examine the books and records of PageMaster Corporation to verify                the sales resulting from this promotion. Such examination shall                be made at the regular place of business of PageMaster                Corporation where such books and records are maintained during                normal business hours and shall be conducted at Go Call's expense                by a certified public accountant or other Go Call executive so                designated by Go Call.

7.      Co-Op Marketing Funds         ---------------------

        PageMaster Corporation shall pay to Go Call, Co-Op Marketing funds for the promotion. PageMaster Corporation will pay Go Call $3.00 per pager (beginning with pager # 1) and 5% of all airtime renewal revenue for each pager redeemed for this promotion consistent with the terms of paragraph 6b of this Agreement.

8.      Representation and Warranties         -----------------------------

        PageMaster Corporation warrants and represents that it has a license to advertise and use the trademarks, logos, etc. of Motorola, Inc., PageMaster Promotions and such other third parties as may be necessary to advertise this promotion. At least sixty (60) days prior to the commencement of the promotion, PageMaster Corporation in its sole discretion shall have the unconditional right to approve the accuracy of the description of the pager promotion and use of corporate logos and photographs and descriptions of products and services provided by designated airtime carriers or any third parties participating in the promotion; in the event of disapproval, Go Call shall not proceed with the promotion until the revised artwork or presentation is subsequently approved by PageMaster Corporation in writing. Upon termination or expiration of this Agreement, Go Call agrees not to use or advertise any trademarks, logos or other property rights of PageMaster Corporation or any third parties participating in the promotion. Any advertising, artwork, presentation, or other promotional activities (collectively Advertising) concerning the pager Promotion not pre-approved in writing by PageMaster Corporation shall be deemed to be unauthorized by PageMaster Corporation and shall constitute a breach of this Agreement. In addition to the duty to indemnify PageMaster Corporation as provided in Paragraph 9 hereof, Go Call shall also have the duty to indemnify Motorola, Inc. or any affiliated entity from and against any and all claims, expense, suits or demands arising from such unauthorized Advertising by Go Call, or its agent, affiliate, licensee, franchisee or any other third party.

9.      Indemnity         ---------

        Each party shall indemnify and hold harmless the other from any loss or damages, including reasonable attorneys' fees incurred by the other because of claims, suits or demands based on personal injury, death or property damage or third party claims, suits or demands of any kind to the extent such loss or damage is caused by or results from the negligent or willful acts or omissions of the other or its employees or agents, including but not limited to the unauthorized use of the trademark, logos, or other property of third parties without the consent and approval of PageMaster Corporation. PageMaster Corporation's participation in the promotion does not constitute an endorsement of the products or services of Go Call nor does Go Call's participation in the promotion constitute an endorsement of PageMaster Corporations or any third party's products or services.





10.     Force Majeure         -------------

         Neither party will be responsible for any delay or failure in performance of any part of&bbsp;this Agreement to the extent that such delay or failure is caused by any event beyond its control, which may include, but not be limited to, fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, and acts of God (Conditions). If any such Condition occurs, the party delayed or unable to perform shall promptly give notice to the other party and, if such Condition remains at the end of thirty (30) days thereafter, the party affected by the other party's delay or inability to perform may elect to terminate or suspend this Agreement or part thereof, and resume performance of this Agreement once the Condition ceases, with an option for the affected party to extend the period of this Agreement up to the length of time the Condition endured. PageMaster Corporation make no warranties, either express or implied, concerning the pagers or the transmission of pages by the airtime service provider, including warranties of merchantability or fitness for particular purpose. The parties agree that

PageMaster Corporation shall not be liable for service interruptions in the telecommunications industry, capacity constraints or related problems, or for any act or omission of any other entity furnishing products or services to PageMaster Corporation. PageMaster Corporations' liability shall in no event exceed an amount equivalent to the amounts received by PageMaster Corporation hereunder.

11.     Choice Of Law         -------------

        This Agreement will be governed by and construed in accordance with the laws of the State of California, exclusive of conflicts of law principles, and will, to the maximum extent practicable, be deemed to call for performance in Los Angeles County, California. Los Angeles County, California shall be the sole and exclusive venue for any litigation or dispute resolution relating to or arising out of the Agreement. To seek or receive indemnification hereunder (i) the party seeking indemnification must have properly notified the other party of any claim or litigation of which it is aware to which the indemnification relates; and the party seeking indemnification must have afforded the other the opportunity to participate in any compromise, settlement, litigation or other resolution or disposition of such claim or litigation.

12.     Dispute Resolution         ------------------

        a.     The parties desire to resolve disputes arising out of this                Agreement without litigation. Accordingly, except for an action                seeking a temporary restraining order or injunction related to                the purposes of this Agreement, or a suit to compel compliance                with this dispute resolution process, the parties agree to use                the following alternative dispute resolution procedure as their                sole remedy with respect to any controversy or claim arising out                of or relating to this Agreement or its breach.

        b.     At the written request of a party, each party shall appoint a                knowledgeable, responsible representative to meet and negotiate                in good faith to resolve any dispute arising under this                Agreement. The parties intend that these negotiations be                conducted by non-lawyer, business representatives. The                discussions shall be left to the discretion of the                representatives. Upon agreement, the representatives may utilize                other alternative dispute resolution procedures such as mediation                to assist in the negotiations. Discussions and correspondence                among the representatives for purposes of these negotiations                shall be treated as confidential information developed for                purposes of settlement, exempt from discovery and production,                which shall not be admissible in the arbitration described below                or in any lawsuit without the concurrence of all parties.                Documents identified in or provided with such communications,                which are not prepared for purposes of the negotiations, are not                so exempted and may, if otherwise admissible, be admitted in                evidence in the arbitration or lawsuit.

        c.     If the negotiations do not resolve the dispute within sixty (60)                days of the initial written request, the dispute shall be                submitted to binding arbitration by a single arbitrator pursuant                to the Commercial Arbitration Rules of the American Arbitration                Association. A party may demand such arbitration in accordance                with the procedures set out in those rules. Discovery shall be                controlled by the arbitrator and shall be permitted to the extent                set out in this Section. Each party may submit in writing to a                party, and that party shall so respond, to a maximum of any                combination of thirty-five (35) (none of which may have subparts)                of the following: interrogatories, demands to produce documents                and requests for admission. Each party is also entitled to take                the oral deposition of one (1) individual of another party.                Additional discovery may be permitted upon mutual agreement of                the parties. The arbitration hearing shall be commenced within                sixty (60) days of the demand for arbitration and the arbitration                shall be held in Los Angeles, CA. The arbitrator shall control                the scheduling so as to process the matter expeditiously. The

               parties may submit written briefs. The arbitrator shall rule on





               the dispute by issuing a written opinion within thirty (30) days                after the close of hearings. The times specified in this                paragraph may be extended upon mutual agreement of the parties or                by the arbitrator upon a showing of good cause. Judgment upon the                award rendered by the arbitrator may be entered in any court                having jurisdiction.

        d.     Each party shall bear its own cost of these procedures. A party                seeking discovery shall reimburse the responding party the cost                of production of the documents (to include search time and                reproduction time costs). The parties shall equally share the                fees of the arbitration and the arbitrator.

13.     Notices         -------

        Any notice or demand given to either party under the Terms of this Agreement or pursuant to statute shall be in writing and shall be given or made by telegram, facsimile transmission, certified or registered mail, express mail or other overnight delivery service or hand delivery, proper postage or other charges prepaid and addressed or directed to the respective parties as follows:

PAGEMASTER CORPORATION 100 E. Thousand Oaks Blvd. Suite 297 Thousand Oaks, CA 91360 ATTN:    Marc Resnick, CEO

GO CALL, INC. 15 Queen Street East Cambridge Ontario, Canada N3C2A7 ATTN:    Ian Smith, President

         Such notice or demand shall be deemed to have been given or made when actually received or seventy-two (72) hours after being sent, whichever occurs first. The address for notice set out above may be changed at any time by giving thirty (30) days prior written notice in the manner above.

14.     Agreement Expiration         --------------------

        Unless this Agreement is signed by an authorized representative of Go Call and a signed copy delivered in person by mail or facsimile and personally received by an authorized representative of PageMaster Corporation by 12:01 p.m. PST, on or before March 26, 1999, this Agreement shall be deemed terminated and shall be of no further force or effect and the parties shall have no liability to one another. At PageMaster Corporation's option, an additional agreement(s) may be prepared to further negotiate this or similar promotions with Go Call.

15.     Entire Agreement         ----------------

        This Agreement represents the entire agreement and understanding of the parties hereto with respect to its subject matter hereof, and supersedes all previous representations, understandings or agreements between the parties hereto. No waiver, modification or cancellation of any term or condition of this Agreement shall be effective unless executed in writing by the party charged therewith.

16.     Nonwaiver         ---------

        Either parties failure to enforce any of the provisions of this Agreement shall in no way be deemed to affect the validity of this Agreement.

17.     Counterparts         ------------

        This Agreement may be executed in duplicate counterparts, all of which together shall constitute a single instrument, and each of which shall be deemed an original of this Agreement for all purposes.

18.     Successors and Assigns         ----------------------

        This Agreement shall be binding upon, and shall inure to the benefit of the successors, heirs, administrators, trustees and assigns of the parties.

19.     Confidentiality         ---------------

        The parties acknowledge that preparation for and execution of the promotion necessitates the exchange of confidential and proprietary information relating and belonging to the parties to this Agreement, as well as to other third parties integral to the promotion, including, without limitation, the pager manufacturer and the airtime supplier (herein Information). Each party agrees (1) to review, examine, inspect, obtain or utilize the information only for the purpose of this promotion, (2) to otherwise hold such Information strictly confidential, (3) to prevent the disclosure of such Information to nonessential third parties without a need to know, and (4) to insure that each party's employees, agents and representatives and those of any integral third party understand and are bound by the confidentiality obligations of this Agreement. Each party shall indemnify the other party with respect to any loss or damage arising from the unauthorized disclosure or use of the Information by their respective employees, agents and representatives, or by those of any third





party to whom such Information was disclosed. The agreements contained in this Paragraph shall survive the expiration, or termination of this Agreement. The panics hereby agree that subsequent to the expiration or termination of this Agreement, each party consents to the other party's use of its name only in connection with advertising to their respective trade or industry.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set forth below.

                                                GO CALL, Inc.

        Dated:  3/13/99                         By:  /s/ Michael Ruge                -------------------      &sbsp;           ----------------------------                                                      Michael Ruge

                                                PAGEMASTER CORPORATION

        Dated:  3/13/99                         By:  /s/ Marc B. Resnick                -------------------                  ----------------------------                                                      Marc B. Resnick                                                      CE0 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?
Student:
The parties desire to resolve disputes arising out of this                Agreement without litigation.