LIMITATIONS OR EXCLUSIONS
IN THIS AGREEMENT, NOR THE PERFORMANCE BY PARTNER OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, DOES OR WILL (I) CONTRAVENE ANY PROVISION OF PARTNER'S ORGANIZATIONAL
DOCUMENTS; OR (II) CONFLICT WITH ANY AGREEMENT, UNDERSTANDING OR OBLIGATION TO
WHICH PARTNER IS A PARTY; OR (III) TO THE BEST OF PARTNER'S KNOWLEDGE, ANY
APPLICABLE LAW OR REGULATION IN THE TERRITORY;
(I)
PARTNER IS IN GOOD FINANCIAL CONDITION, SOLVENT AND ABLE TO PAY ITS BILLS
WHEN DUE AND SHALL RETAIN THE ABILITY TO ORDER AND PAY FOR ALL PRODUCTS PARTNER
IS OBLIGED TO PURCHASE HEREUNDER.
FROM TIME TO TIME, ON REASONABLE NOTICE BY
FVC, PARTNER SHALL FURNISH FINANCIAL REPORTS AS NECESSARY TO DETERMINE
DISTRIBUTOR'S FINANCIAL CONDITION;
(J)
PARTNER SHALL NOT MAKE ANY STATEMENT, REPRESENTATION, OR WARRANTY OR ASSUME
ANY OBLIGATION OR LIABILITY REGARDING FVC OR THE PRODUCTS WHICH IS NOT
PREVIOUSLY AUTHORIZED IN WRITING BY FVC;
(K)
PARTNER SHALL PERFORM AND IMPLEMENT THIS AGREEMENT AND USE THE LICENSES
GRANTED TO IT BY FVC UNDER THIS AGREEMENT ONLY FOR LAWFUL PURPOSES AND IN
ACCORDANCE WITH APPLICABLE LAW AND REGULATIONS AND WITHOUT VIOLATING ANY THIRD
PARTY RIGHTS.
9.5
ALL REPRESENTATIONS, WARRANTIES AND COVENANTS MADE
BY FVC IN THIS AGREEMENT ARE MADE SOLELY TO PARTNER AND NOT TO ANY END-USER
CUSTOMER OR OTHER THIRD PARTY.
THE FOREGOING WARRANTIES IN THIS SECTION 9 ARE
THE ONLY WARRANTIES OFFERED BY FVC HEREUNDER. TO THE MAXIMUM EXTENT ALLOWED
UNDER APPLICABLE LAW, FVC HEREBY DISCLAIMS ALL OTHER EXPRESS, IMPLIED, STATUTORY
OR OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IF APPLICABLE LAW DOES NOT
ALLOW ANY OF THE DISCLAIMERS OR LIABILITY LIMITATION SET FORTH IN THIS
AGREEMENT, THEN SUCH DISCLAIMERS OR LIMITATIONS SHALL NOT APPLY.
WITHOUT
LIMITING THE GENERALITY OF THE FORGOING, FVC DOES NOT MAKE, AND EXPRESSLY
DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO ANY THIRD
PARTY INTELLECTUAL PROPERTY, TECHNOLOGY OR INFORMATION EMBEDDED IN THE PRODUCTS
OR USED OR PROVIDED IN CONNECTION WITH THIS AGREEMENT.
FVC SHALL HAVE NO
LIABILITY TO ANY END-USER CUSTOMER FOR REPRESENTATIONS OR WARRANTIES MADE BY
PARTNER TO SUCH END-USER CUSTOMER THAT ARE INCONSISTENT WITH OR IN EXCESS OF THE
WARRANTY IN SECTION 9.1.
VI - Effective July 2001
PARTNER AGREEMENT
10
10.0
LIMITATION OF LIABILITY.
IN NO EVENT SHALL FVC BE LIABLE TO
PARTNER, AN END-USER CUSTOMER, OR ANY THIRD PARTY FROM ANY CAUSE WHATSOEVER, AND
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT (INCLUDING
NEGLIGENCE), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, REVENUES, SAVINGS,
BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF USE DAMAGES) ARISING FROM OR
RELATED TO THE MANUFACTURE, SALE, OR SUPPLY OF THE PRODUCTS, EVEN IF FVC HAS
BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES OR LOSSES.
IN NO EVENT SHALL
FVC'S CUMULATIVE LIABILITY EXCEED THE AMOUNT PAID BY PARTNER TO FVC UNDER THIS
AGREEMENT.
PARTNER UNDERSTANDS AND AGREES THAT THE LIMITED WARRANTY, LIMITED
REMEDIES AND LIMITED LIABILITY PROVISIONS OF THIS AGREEMENT ARE FUNDAMENTAL