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stryker agreement to acknowledge the terms of this Section 11 and any additional terms under which Stryker may elect to license its software If a Customer elects not in sign a license agreement Stryker reserves the right to cancel the order for be Product containing Ne software. IfCastomer accepts a Product without agreeing to any additional licensee agreement Customer is still bound by the license term set forth herein. I(Cusmmer receives a Stryker Product without executing a license, the Customer Is still bound by the applicable license. 12. Imbo etift_x.... Macedonia). 12.1. Stryker agrees to Indemnify Customer for third party liability ("Claims") that Customer is adjudicated to have directly as a result of (I) a defect In workmanship or materials of be Products that arc manufactured by Stryker; or (it) a defect in the reprocessing services, forany Products that are subject to Stryker's reprocessing services. This indemnification does notapply to Claims anteing from: (a) the negligence of any person other than an employee or agent of Suyker, (b) the failure of any person ether than an employee or agemof Stryker to follow any labeling. manuals and/or instructions for use ofthe Products; (c) the use of any product (or anyaccessories) notpurchased from Stryker; (d) abnormal wear and tear ordamage caused by misuse or by Customer's failure to perform normal and routine maintenance m set out in the maintenance manual and/or operating Instruchons provided with Products, or as demonstrated by an authorised Stryker represensaUve; or (e) Product that has been modified, altered or repaired by any person other than an employee or agent of Stryker. Neither Stryker nor Customer have any rights or obligations to a defense againstany LIalm relating m the Products. 122. Stryker's Indemnlfi®tion obligations under Nb Section 12 are conditioned on Customer promptly providing Stryker with (i) timely written notice of any Claim for which indemnification is sought; UU reasonable assistance and all available non-proprietary Information reasonably required in the defense or settlement of any Claim; and (ill) sale control over the defense against any Claim and the settlement of ant Claim; provided, he,waveu that Stryker will not agree to any settlement or compromise that imposes or results in any finding of fault or any restriction or obligation on the part of Customer without Customer's prior written consent (which will not be unreasonably withheld). 12. r..........�. 13.1. Stryker will maintain general liability Insurance, Including coverage for Products and completed operations, auto liability insurance and workers' compenation and employer's liability Insurance subject to appropriate limits covering claims alleging negligence by or liability of Stryker that might arise out ofales of Produces by Stryker hereunder. To the extent permitted by applicable laws and regulations, Stryker has be right to comply with this requirement through a program of self- Insurance. When requested by Customer In writing Stryker will furnish an insurance certificate or other documentation evidencing be Insurance orself-insurance coverage required above. 132. Customer will maintain appropriate types of liability insurance subject to appropriate limits covering claims alleging negligence by or liability of Customer that might arise out of purchases of Produces by Customer hereunder, including liability arising out of Customer's indemnity obligations set forth in Section 12 above. When requested by Stryker in writing, Customer will provide a certificate of insurance evidencing such coverage. 14. 1-ImHation of Nobility (Paoduct Pvchue). STRYKER'S LIABILITY ARISING IN CONNECTION WITH OR UNDER THESE STANDARD TERMSOFSALE (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, NEGLIGENCE, STRICT LIABILITY ORANYOTHER THEORYOF LAW) WILL NOT EXCEED THE PURCHASE PRICEOFTHEAPPLICABLE PRODUCTS MINUS DEPRECIATION OR IN THE CASE OF SERVICES, SERVICE FEES PAID BY CUSTOMER IN THE 12 MOWN PERIOD IMMEDIATELY PRECEDING THE CLAIM. NEITHER PARTY WILL BE ENTITLED TO, NOR WILL BE LIABLE FOR INDIRECT, SPECIAL. INCIDENTAL CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO. LOSS OF BUSINESS. PROFITS OR REVENUE OR BUSINESS INTERRUPTION. IS. ConB tial y (Paodaets). Stryker and Customer: (1) MU hold in strictest confidence Product pricing proposals, invoices and any Information and materials which are related to the business of the other or are designated as proprietary or confidential, herein or etherevise,orwhicha reasonable Person would consider to be proprietary orcenfidendal information; (it) hereby covenant that subject to Section 2.1, they will not disclose such Information to any third parry without prior written authoriva cam of be one to wham such information relates; and (iii) agree Nat any breach or threatened breach of this section may cause Irreparable harm, that a remedy at law will be inadequate to remedy such a breach or threatened breach, and that Nis section will be enforceable byway De restraining order or Injunction, without the necessity of posting a bond, in addition many other available legal remedies. 16. IDe6Wt. In the event of Customer's default In payment for the Products purchased hereunder, Customer will be responsible for all reasonable costs and expenses (including reasonable attume ,x fees) incurred by Stryker in collection of any sums owing by Cummer, and Stryker will not be obligated to make any further deliveries to Customer. Should Customer elect to cancel Its order. in whole or in part Customer will be liable to Stryker for any non-refundable deposits and reasonable cancellation charges that will include, but not be limited in, all cores and expenses incurred by Stryker in connection with procuring and filling Customer's purchase order. IT. Theamaidable laelay. IfStryker is not able to finish and deliver the Products to Customer on time because ofanything Nat Stryker cannot control (such as act of God, casualty, labor trouble, accidents or unavailability of supplies or transportation), then the estimated delivery time will be extended accordingly, and Stryker will not be liable to Cusmmer far any damages that Ne delay causes. FINAL -N Olmaaad (OH) 511ker IMed) PruCare T&G5 evSld Tennsof Sale (US) (5-13.20241 Page 3 of6