BREACH
OF SECTION 11, THE MAXIMUM AGGREGATE LIABILITY OVER THE TERM OF THIS AGREEMENT,
IF ANY, FOR ALL DAMAGES, INCLUDING WITHOUT LIMITATION CONTRACT DAMAGES AND
DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, WHETHER ARISING FROM A PARTY'S
BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER
TORT, IS LIMITED TO, IN THE CASE OF HSC, THE REMAINING NET BALANCE OF THE
ADVANCED PAYMENT AS SET FORTH IN EXHIBIT B AND, IN THE CASE OF BUYER, THE
AGGREGATE PRICE FOR THE PRODUCTS COMMITTED TO BE PURCHASED BY BUYER DURING THE
INITIAL TERM AS SET FORTH IN EXHIBIT B.
IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION LOST REVENUES AND PROFITS, EVEN IF IT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED REMEDY SET FORTH
ABOVE.
16.
PATENTS. IF ANY SUIT IS BROUGHT AGAINST
BUYER FOR INFRINGEMENT OF ANY UNITED STATES LETTERS PATENT ALLEGING THAT THE
PRODUCTS OR HSC'S METHODS OF MANUFACTURING THEM INFRINGE ANY UNITED STATES
LETTERS PATENT, HSC SHALL, AT ITS OWN EXPENSE, DEFEND AND CONTROL THE SUIT
AGAINST THESE ALLEGATIONS ONLY, AND SHALL PAY ANY AWARD OF DAMAGES ASSESSED
AGAINST BUYER IN THE SUIT TO THE EXTENT ONLY THAT THE DAMAGES ARE AWARDED IN
CONNECTION SPECIFICALLY WITH THE ALLEGED INFRINGEMENT, PROVIDED THAT BUYER GIVES
HSC PROMPT NOTICE IN WRITING OF THE INSTITUTION OF THE SUIT AND, TO THE FULL
EXTENT OF BUYER'S POWER TO DO SO, BUYER PERMITS HSC TO DEFEND AND CONTROL THE
SUIT AGAINST THESE ALLEGATIONS. THE ABOVE FULLY EXPRESSES BUYER'S EXCLUSIVE
REMEDY AND HSC'S SOLE RESPONSIBILITY WITH RESPECT TO INFRINGEMENT OF ANY PATENT
BY THE PRODUCTS, AND HSC EXPRESSLY DISCLAIMS ANY OTHER WRITTEN OR UNWRITTEN,
EXPRESS OR IMPLIED WARRANTY AGAINST INFRINGEMENT WITH RESPECT TO THE PRODUCTS.
IN NO CASE SHALL HSC BE LIABLE TO DEFEND OR PAY ANY AWARD OF DAMAGES ASSESSED
AGAINST BUYER TO THE EXTENT ANY SUIT OR CAUSE OF ACTION ALLEGES THAT THE NATURE
OF BUYER'S USE OF THE PRODUCTS (OR THE USE OF THE PRODUCTS BY BUYER'S CUSTOMERS)
INFRINGES ANY PATENT.
17.
TAXES. ANY TAX OR OTHER GOVERNMENT CHARGE
NOW OR IN THE FUTURE LEVIED UPON THE PRODUCTION, SALE, USE OR SHIPMENT OF THE
PRODUCTS (EXCEPT HSC'S INCOME TAX OBLIGATIONS) MAY, AT HSC'S OPTION, BE ADDED TO
THE PURCHASE PRICE.
18.
FAIR LABOR STANDARDS ACT. HSC HEREBY
CERTIFIES THAT THE PRODUCTS SHALL BE PRODUCED IN COMPLIANCE WITH THE FAIR LABOR
STANDARDS ACT, AS AMENDED, AND OF REGULATIONS AND ORDERS OF THE UNITED STATES
DEPARTMENT OF LABOR ISSUED UNDER THAT ACT.
19.
FORCE MAJEURE. HSC SHALL NOT BE LIABLE FOR
DELAYS OR FAILURES IN PERFORMANCE OF AN ORDER OR DEFAULT IN DELIVERY ARISING OUT
OF OR RESULTING FROM CAUSES
HSC and Buyer Confidential
***
CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
6
BEYOND ITS CONTROL. SUCH CAUSES INCLUDE, BUT ARE NOT LIMITED TO, ACTS OF GOD,
ACTS