ORDERED HEREUNDER
DOES NOT GRANT TO, CONVEY OR CONFER UPON OEM OR OEM'S CUSTOMERS, OR UPON ANYONE
CLAIMING UNDER OEM, A LICENSE, EXPRESSED OR IMPLIED UNDER ANY PATENT RIGHTS OF
TI OR ANY THIRD PARTY COVERING OR RELATING TO ANY COMBINATION, MACHINE OR
PROCESS, IN WHICH SAID ITEMS MIGHT BE OR ARE USED.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF THE PARTIES HERETO FOR
PATENT INFRINGEMENT.
3.5
CONFIDENTIALITY. ANY INFORMATION DISCLOSED BY ONE PARTY TO THE
OTHER PARTY DEEMED BY THE DISCLOSING PARTY TO BE CONFIDENTIAL OR PROPRIETARY
INFORMATION WILL BE DISCLOSED AND PROTECTED IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE NONDISCLOSURE AGREEMENT BETWEEN TI AND OEM, DATED
DECEMBER 1ST,
*
(THE "NDA"). NOTWITHSTANDING THE EXPIRATION DATE PROVIDED IN
THE NDA, THE TERM OF THE NDA WILL NOT EXPIRE UNTIL THE TERMINATION OR EXPIRATION
OF THIS AGREEMENT IN ACCORDANCE WITH SECTION 4.1.
IV.
GENERAL PROVISIONS.
4.1
Term and Termination.
4.1.A
TERM. THIS AGREEMENT EXPIRES THREE YEARS FROM THE
EFFECTIVE DATE.
4.1.B
TERMINATION FOR CAUSE. THIS AGREEMENT MAY BE *
IN THE
EVENT EITHER PARTY
*
THE AGREEMENT AND SUCH
*
CORRECTED WITHIN
*
AFTER
WRITTEN NOTICE IS GIVEN TO THE PARTY
*
BY THE PARTY
*
. UNLESS OTHERWISE
INDICATED IN WRITING BY THE PARTY
* , UPON TERMINATION OF THIS AGREEMENT, ALL
ACTIVITIES UNDER THIS AGREEMENT WILL TERMINATE.
4.1.C
TERMINATION FOR CONVENIENCE. TI OR OEM
*
THIS
AGREEMENT FOR ANY REASON UPON
*
WRITTEN NOTICE TO THE OTHER PARTY.
4.1.D
RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION. FOR
EACH PARTY, ALL OBLIGATIONS AND DUTIES ARISING AND ANY LICENSES GRANTED UNDER
THIS AGREEMENT WILL TERMINATE UPON THE TERMINATION OR EXPIRATION OF THIS
AGREEMENT UNLESS OTHERWISE PROVIDED. EACH PARTY SHALL PAY ANY SUMS OWED AND
ACCRUED PRIOR TO TERMINATION AND EXPIRATION. IN THE EVENT THIS AGREEMENT IS
TERMINATED FOR CONVENIENCE BY TI OR OEM, ANY PRODUCT(S) SCHEDULED FOR SHIPMENT
AS OF THE DATE OF THE WRITTEN NOTICE OF SUCH TERMINATION PURSUANT TO SUBSECTION
4.1.C WILL BE COMPLETED; HOWEVER, ANY PURCHASE ORDERS PLACED BY OEM
*
PERIOD
FOLLOWING SUCH WRITTEN NOTICE MAY
BE ACCEPTED FOR SHIPMENT BY TI AS AGREED BY
BOTH PARTIES.
4.2
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL TI BE LIABLE TO
OEM FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, COSTS OF REMOVAL AND REINSTALLATION OF ITEMS OR SOFTWARE,
PROCUREMENT OF SUBSTITUTE GOODS OR SOFTWARE, OUTSIDE COMPUTER TIME, LABOR COSTS,
LOSS OF DATA, LOSS OF GOODWILL, LOSS OF REVENUES OR PROFITS, INTERRUPTION OF
BUSINESS, LOSS OF USE, OR OTHER ECONOMIC LOSS OR INJURY TO PERSONS OR PROPERTY)
ARISING OUT OF ANY BREACH OF THIS AGREEMENT, OR THE USE OF THE GOODS PROVIDED
HEREUNDER, WHETHER SUCH DAMAGES ARE LABELED IN TORT, CONTRACT, OR INDEMNITY,
EVEN IF TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
*
THE
EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.
4.3
Critical and Military Applications.
The Products provided under
this Agreement are not designed and are not warranted to