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12 <br />• If the Warranty Service Provider does not comply with any of the requirements of this Agreement, the Warranty Service Provider shall <br />reimburse the Ford Motor Company for all costs and expenses, including reasonable attorney's fees, incurred by the Ford Motor <br />Company in effecting and enforcing compliance. <br />All business information and all materials containing business information provided by Ford Motor Company to Warranty Service Provider, including <br />but not limited to methods of operation, plans or strategies, policies, reports, details of contracts and other business affairs of Ford Motor <br />Company and any of its affiliates leamed by Warranty Service Provider, which are not a matter of public knowledge, are and shall be treated as <br />confidential. Warranty Service Provider agrees for itself and on behalf of its directors, officers, employees and agents to whom such information <br />and materials are disdosed, that it and they shall keep such information and materials confidential and retain them in strictest confidence both <br />during and after the term of this Agreement. Such information shall not be disdosed by Warranty Service Provider to any person except to officers <br />and employees of Warranty Service Provider requiring such information or materials to perform pursuant to this Agreement, and shall not be used <br />for the benefit of Warranty Service Provider or any third party except in connection with services rendered pursuant to this Agreement. Warranty <br />Service Provider acknowledges and agrees that such unauthorized disdosure or other breach of this provision will cause irreparable injury to Ford <br />Motor Company and that money damages alone will not provide an adequate remedy to Ford Motor Company. Accordingly, in addition to any <br />other rights or remedies which may be available to Ford Motor Company, Ford Motor Company shall be entitled to recover from Warranty Service <br />Provider its costs, expenses and attorneys' fees incurred in enforcing its rights under this paragraph. Warranty Service Provider shall return to Ford <br />Motor Company all such information and materials and all embodiments thereof immediately upon termination of this Agreement. <br />• These obligations of confidentiality shall not apply to any information which (1) was known to the receiving party at the time of receipt; <br />(ii) was in the public domain at the time of receipt; (iii) becomes public through no fault of the party obligated to keep it confidential; (iv) <br />such party legitimately teams from third parties who are under no obligation of confidentiality with respect to the information; or (v) is <br />required by applicable law to be divulged. <br />In the event either party has any business transaction, which initiated under this agreement, continued after termination of this Agreement, any <br />such transaction shall not be construed as a renewal of this Agreement or a waiver of such termination, but all transactions shall be governed by <br />terms identical with the terms of this Agreement relating thereto unless the parties otherwise agree in writing. <br />This Agreement cancels and supersedes all other agreements, written or oral, between the parties relating to the matters addressed by this <br />Agreement and constitutes the entire agreement between the parties with respect to the subject matter hereof. <br />This Agreement has been signed by the Warranty Service Provider and sent to the Ford Motor Company in Michigan for final approval and <br />execution and then delivered to the Warranty Service Provider. The parties intend this Agreement to be executed as a Michigan agreement. This <br />Agreement and the rights and obligations of the parties shall be governed and construed in accordance with the laws of the State of Michigan. If <br />any provision of this Agreement is invalid or unenforceable under the law, the Ford Motor Company may elect either to terminate this Agreement in <br />its entirety, or to consider this Agreement divisible as to such provision and treat such provision as inoperative, and to continue the remainder of <br />this Agreement in full force and effect as if such provision had not been induded herein. <br />Acknowledgment <br />• I agree with the terms and conditions of the Warranty Service Provider Operating Agreement and the Warranty and Policy Manual use. <br />• Changes to this Agreement are not authorized and will void this Agreement, unless such changes are reflected in writing, signed by both Ford <br />Motor Company and the Warranty Service Provider and made an Addendum to this agreement. <br />Signature Signature <br />Fleet Title (Corporate Officer) Ford Motor Company Trtle <br />Date Date <br />4-20-12 v.8 Page 5 of 5 <br />54 <br />