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destroy all Confidential Information in its possession upon the request of the Disclosing Party and certify <br /> same in writing to the disclosing party. <br /> 1 1.3 Exclusions. Notwithstanding the foregoing, Confidential Information shall not <br /> include information that is: (a)already in the possession of the recipient without obligation of confidence; <br /> (b)now or later becomes publicly available without violation of this Agreement by the recipient; <br /> (c)received by the recipient from a third party which is not under a direct or indirect obligation of <br /> confidentiality to the other party;(d) independently developed by the recipient without reference nor access <br /> to the other party's Confidential Information; and (e)required by order of a court or an administrative <br /> governmental agency to be disclosed, provided that the recipient, if legally permitted, gives prompt prior <br /> notice to the other party of the impending disclosure in time for such party to appear and oppose the <br /> disclosure. Each party understands and agrees that any breach of the restrictions contained in this <br /> Section 11 will cause irreparable harm to the other party and entitle such party to injunctive relief in addition <br /> to all other legal remedies. <br /> 12. Representations and Warranties. <br /> 12.1 Both Parties, Each party represents and warrants to the other party that: (a)it is <br /> duly organized,validly existing and in good standing as a corporation or other entity as represented herein <br /> under the laws and regulations of its jurisdiction of incorporation,organization or chartering;(b) it has the <br /> full right, power and authority to enter into this Agreement, to grant the rights and licenses granted <br /> hereunder and to perform its obligations hereunder;(c)the execution of this Agreement by its representative <br /> whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of <br /> the party;and(d)when executed and delivered by such party,this Agreement will constitute the legal,valid <br /> and binding obligation of such party,enforceable against such party in accordance with its terms. <br /> 12.2 SafeTec. SafeTec represents and warrants to Customer that: (a)it shall perform <br /> the Services using personnel of required skill, experience and qualifications and in a professional and <br /> workmanlike manner in accordance with commercially reasonable industry standards for similar services <br /> and shall devote adequate resources to meet its obligations under this Agreement; (b) it is in compliance <br /> with, and shall perform the Services in compliance with, all applicable Laws; and (c)the Services and <br /> Deliverables will be in conformity in all material respects with all requirements or specifications stated in <br /> this Agreement and the applicable Statement of Work. During the warranty period specified for a <br /> Deliverable in each Statement of Work,SafeTec will,at no additional charge to Customer,perform Services <br /> and provide Deliverables as shall be necessary to correct any errors or defects in said Deliverables and to <br /> maintain said Deliverable in good working order in accordance with this Agreement. Unless otherwise <br /> stated in the applicable Statement of Work,the warranty period for each Deliverable shall be one-hundred <br /> eighty(180)consecutive calendar days from the date of Customer's acceptance of said Deliverable. <br /> 12.3 Customer. Customer represents and warrants to SafeTec that: (a)it shall ensure <br /> that all Customer information, data, or materials provided by Customer and used directly or indirectly in <br /> the provision of Services is accurate to the best of Customer's knowledge and suitable for the purposes for <br /> which it is used in relation to the Services and conforms to all relevant legal or industry standards or <br /> requirements,and that it will promptly notify SafeTec of any error therein;and(b)it shall devote adequate <br /> resources to meet its obligations under this Agreement. <br /> 12.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, <br /> EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES,EITHER EXPRESS,IMPLIED,STATUTORY,OR <br /> OTHERWISE UNDER THIS AGREEMENT, AND SAFETEC SPECIFICALLY DISCLAIMS ALL IMPLIED <br /> WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND <br /> NON-INFRINGEMENT. <br /> zuozx/ztvwraroxzsr moa <br /> PAGE 6--SAFETEC--MASTER SERVICES AGREEMENT <br />