SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR
ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR
INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST
OR ANTICIPATED REVENUES OR PROFITS) ARISING FROM ANY CLAIM RELATING DIRECTLY OR
INDIRECTLY TO THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED ON CONTRACT OR TORT OR
OTHERWISE, EVEN IF AN AUTHORISED REPRESENTATIVE IS ADVISED OF THE LIKELIHOOD OR
POSSIBILITY OF SAME.
12.6
IN NO EVENT SHALL BLOCKADE BE LIABLE TO PROGINET FOR ANY DAMAGES OR
CLAIMS IN EXCESS OF THE AGGREGATE AMOUNTS PAID TO BLOCKADE UNDER THIS AGREEMENT.
17
13.
TERMINATION DELETED
14.
EFFECT OF TERMINATION DELETED
15.
DELIVERABLES
15.1
BLOCKADE HEREBY PROVIDES TO PROGINET ALL THE ITEMS LISTED ON SCHEDULE
15.1, IN ADDITION TO OTHER ASSET TRANSFERS AS PROVIDED FOR IN THIS AGREEMENT.
15.2
BLOCKADE WILL, TO THE BEST OF ITS ABILITIES MAKE AVAILABLE THE HISTORICAL
BOOKS AND RECORDS OF BLOCKADE TO PROGINET UPON WRITTEN REQUESTS.
SUCH REQUESTS
WILL BE RESPONDED TO WITHIN TEN BUSINESS DAYS OF SUCH REQUESTS.
16.
SPECIAL CONSIDERATIONS
16.1
THE PARTIES AGREE TO CO-OPERATE TO:
16.1.1
EFFECTIVELY MANAGE RELATIONSHIPS WITH CUSTOMERS AND PROSPECTS IN
ACCORDANCE WITH THE CUSTOMER RELATION PROGRAM ATTACHED HERETO AS SCHEDULE
16.1.1; AND
16.1.2
MANAGE EXISTING DISTRIBUTOR RELATIONSHIPS, INCLUDING JOINT
CONFERENCE CALLS WITH DISTRIBUTORS, AND PROVIDING COPIES OF ALL DISTRIBUTOR
AGREEMENTS.
17.
MISCELLANEOUS PROVISIONS
17.1
THE PREAMBLE HERETO SHALL FORM AN INTEGRAL PART HEREOF.
17.2
THIS IS AN AGREEMENT BETWEEN SEPARATE ENTITIES AND NEITHER OF THEM IS THE
AGENT OR SERVANT OF OR POSSESSES THE POWER TO OBLIGATE THE OTHER.
THIS
AGREEMENT SHALL NOT BE CONSTRUED SO AS TO CONSTITUTE PROGINET AND BLOCKADE
PARTNERS, REPRESENTATIVES OR JOINT VENTURERS OR SO AS TO CREATE ANY OTHER FORM
OF LEGAL ASSOCIATION WHICH IMPOSES LIABILITY UPON EITHER PARTY FOR THE ACTS OR
OMISSIONS OF THE OTHER PARTY.
NEITHER PARTY SHALL HAVE ANY RIGHT, POWER OR
AUTHORITY TO ENTER INTO ANY AGREEMENT FOR OR ON BEHALF OF OR INCUR ANY
OBLIGATION OR LIABILITY OF, OR TO OTHERWISE BIND, THE OTHER PARTY.
17.3
FAILURE BY EITHER PARTY TO TAKE ACTION AGAINST THE OTHER SHALL NOT AFFECT
ITS RIGHT TO REQUIRE FULL PERFORMANCE OF THIS AGREEMENT AT ANY TIME THEREAFTER.
THE WAIVER BY EITHER PARTY OF THE BREACH OF ANY PROVISION OF THIS AGREEMENT BY
THE OTHER SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH
BY SUCH PARTY.
17.4
ALL RIGHTS, REMEDIES AND RECOURSES SET FORTH HEREIN FOR THE BENEFIT OF
EITHER PARTY SHALL BE IN ADDITION AND WITHOUT PREJUDICE TO ALL OF THE RIGHTS,
REMEDIES AND RECOURSES AVAILABLE TO SUCH PARTY.
17.5
SHOULD ANY TERM, COVENANT OR CONDITION OF THIS AGREEMENT OR THE
APPLICATION THEREOF TO ANY PERSON OR CIRCUMSTANCE BE INVALID OR UNENFORCEABLE,
THE REMAINDER OF THIS AGREEMENT, OR THE APPLICATION OF SUCH TERM, COVENANT OR
CONDITION TO PERSONS OR CIRCUMSTANCES OTHER THAN THOSE AS TO WHICH IT IS HELD
INVALID OR UNENFORCEABLE, SHALL NOT BE AFFECTED THEREBY AND EACH TERM, COVENANT
AND CONDITION OF THIS AGREEMENT SHALL BE VALID