MADE BY THE DISCLOSING PARTY TO SEEK A PROTECTIVE ORDER
OR OTHER APPROPRIATE PROTECTION OF ITS CONFIDENTIAL INFORMATION.
6.
WARRANTY
6.1
LIMITED WARRANTY.
WITH RESPECT TO ANY SERVICES, FUTURA WARRANTS THE
FOLLOWING:
(A)
THE APPLICABLE SERVICES RENDERED HEREUNDER WILL BE PERFORMED IN A GOOD AND
WORKMANLIKE MANNER BY QUALIFIED PERSONNEL CONSISTENT WITH THE QUALITY STANDARDS
AND PRACTICES COMMONLY ACCEPTED IN THE INDUSTRY;
7
(B)
THE SERVICES PERFORMED WILL SUBSTANTIALLY CONFORM TO ANY APPLICABLE
REQUIREMENTS AND STANDARDS SET FORTH IN EACH APPLICABLE SOW; AND
(C)
THE DELIVERABLES AND MATERIALS WILL CONFORM TO THE SPECIFICATIONS SET FORTH
IN THE APPLICABLE SOW FOR SUCH DELIVERABLES AND MATERIALS AND WILL PERFORM AS
INTENDED WHEN UTILIZED BY CLIENT AND/OR ITS CUSTOMER, AS THE CASE MAY BE.
6.2
EXCLUSIONS.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
FUTURA'S WARRANTY DOES NOT COVER (A) DEFECTS OR DAMAGE NOT CAUSED BY FUTURA,
INCLUDING, BUT NOT LIMITED TO, DAMAGE IN TRANSIT OR CASUALTY, (EXCEPT WHEN
FUTURA SHIPS WARRANTY RETURNS TO CUSTOMERS AND IS RESPONSIBLE FOR THE PAYMENT OF
SHIPPING, FOR WHICH FUTURA SHALL BEAR THE RISK OF LOSS OF ANY DAMAGE TO THE
PRODUCT IN TRANSIT) (B) ACCIDENT, MISUSE OR NON-COMPLIANCE BY CLIENT OR CUSTOMER
WITH INSTRUCTIONS OR MANUALS, OR (C) ANY ALTERATION OR OTHER MODIFICATION OF ANY
DELIVERABLE BY ANY PERSON OR ENTITY UNDER CLIENT'S OR CUSTOMER'S CONTROL.
6.3
REMEDY.
(A)
AS TO ANY SERVICE OR DELIVERABLE DEFINED IN SOW, IF CLIENT
DOES NOT FURNISH WRITTEN NOTICE TO FUTURA PRIOR TO THE END OF THE PERIOD SET
FORTH IN SECTION 1.2, SPECIFYING IN DETAIL THAT SUCH SERVICE OR DELIVERABLE HAS
FAILED TO SATISFY THE APPLICABLE REQUIREMENTS IN ANY MATERIAL RESPECTS AND THE
RESPECTS IN WHICH SUCH SERVICE OR DELIVERABLE DOES NOT CONFORM TO SUCH
REQUIREMENTS, THEN CLIENT WILL BE DEEMED TO HAVE ACCEPTED SUCH SERVICE OR
DELIVERABLE AND, SUBJECT TO SECTION 6.3(C), WAIVED ALL WARRANTY CLAIMS.
IF
REQUESTED BY FUTURA, CLIENT WILL PROMPTLY SIGN AND DELIVER TO FUTURA AN
ACCEPTABLE CERTIFICATE EVIDENCING FINAL ACCEPTANCE OF ANY DELIVERABLE.
(B)
IF CLIENT SHALL GIVE FUTURA A NOTICE OF NONCONFORMING
SERVICE OR DELIVERABLES PURSUANT TO SUBSECTION (A) ABOVE, FUTURA WILL USE
COMMERCIALLY REASONABLE EFFORTS TO MODIFY ANY NON-CONFORMING SERVICE OR
DELIVERABLE IDENTIFIED BY CLIENT IN SUCH NOTICE, AND THE SERVICE OR DELIVERABLE
WILL BE REPERFORMED OR RESUBMITTED TO THE CLIENT AT FUTURA'S COST.
FUTURA'S
OBLIGATIONS ARE SUBJECT TO CLIENT'S COOPERATION WITH FUTURA INCLUDING, IN THE
CASE OF MODIFIED SOFTWARE, ASSISTING FUTURA TO LOCATE AND REPRODUCE THE
NON-CONFORMITY.
IF AT ANY TIME FUTURA NOTIFIES CLIENT THAT IT IS UNABLE TO
REMEDY ANY NON-CONFORMING PORTION OF ANY SERVICE OR
8
DELIVERABLE, THE APPLICABLE SOW SHALL TERMINATE AS TO THE NON-CONFORMING SERVICE
OR DELIVERABLE AND CLIENT MAY AT ITS OPTION: (I) RECEIVE FROM FUTURA A REFUND OF
ANY FEES PAID FOR SUCH NON-CONFORMING SERVICE; (II) RETURN THE DELIVERABLE AND
RECEIVE FROM FUTURA A REFUND OF ANY FEES PAID FOR SUCH NON-CONFORMING
DELIVERABLE, OR (III) RETAIN THE NON-CONFORMING DELIVERABLE, RECEIVE FROM FUTURA
A PRO-RATED REFUND OF ANY FEES PAID UNDER THE APPLICABLE SOW,