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GSA 5000336350
<br /> applicable laws concerning the prevention of money laundering,terrorist financing and other illicit activities,including those enforced
<br /> by the U.S.
<br /> 12.No Assignment.Neither Party may assign any of its rights or obligations under this Agreement to any other person without the
<br /> other Party's express,written consent,except that UL,upon prior written notice to Client,may assign this Agreement or any of its
<br /> rights or obligations under this Agreement to any of its subsidiaries or affiliates.
<br /> 13.No Third Party Beneficiaries.The Parties intend that no provisions of this Agreement shall in any way benefit any third party,
<br /> and that no third party shall have any rights or cause of action under this Agreement.Neither Party is an agent for an undisclosed
<br /> principal,and the Parties acknowledge and agree that any such undisclosed principal would have no rights or causes of action against
<br /> UL for any Services requested by,or provided to,the Client under this Agreement.
<br /> 14.Waiver.Any failure by a Party to insist upon the performance of any provision of this Agreement shall not constitute a waiver of
<br /> any rights under the Agreement or a waiver of any right to future performance of that provision.For any waiver of any provision of
<br /> this Agreement to be effective,it must be set forth in a writing executed by authorized agents for both Parties.
<br /> 15.Limitation of Remedies Available To Client.UL will provide Services hereunder in accordance with professional standards of
<br /> conduct generally applicable to conformity assessment service organizations.In the event a tribunal described in Paragraph 22 hereof
<br /> determines that UL has failed to comply with such standards of conduct in providing such Services and that such failure directly
<br /> caused harm to Client,UL will compensate Client for such harm,PROVIDED,HOWEVER,that the amount of such compensation
<br /> shall under no circumstances exceed the amount of fees paid by Client to UL for the specific portion of the Services rendered
<br /> hereunder that directly caused harm to Client,and PROVIDED FURTHER that under no circumstances shall UL be liable to Client
<br /> for any incidental,consequential,or punitive damages.OTHER THAN AGREEING THAT IT WILL COMPLY WITH
<br /> PROFESSIONAL STANDARDS OF CONDUCT GENERALLY APPLICABLE TO CONFORMITY ASSESSMENT SERVICES
<br /> ORGANIZATIONS IN ITS PERFORMANCE OF SERVICES HEREUNDER,UL MAKES NO OTHER REPRESENTATION OR
<br /> WARRANTY OF ANY KIND WHATSOEVER,WHETHER EXPRESS OR IMPLIED,WITH RESPECT TO ITS PROVISION OF
<br /> SERVICES HEREUNDER,INCLUDING,BUT NOT LIMITED TO,ANY"IMPLIED WARRANTY OF MERCHANTABILITY"
<br /> OR"IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,"AND EXPRESSLY DISCLAIMS THE SAME.
<br /> 16.Release And Waiver.IN CONSIDERATION OF UL'S AGREEMENT TO PERFORM SERVICES FOR CLIENT
<br /> HEREUNDER,CLIENT HEREBY EXPRESSLY WAIVES,RELEASES,AND EXEMPTS UL AND ITS TRUSTEES,
<br /> DIRECTORS,OFFICERS,EMPLOYEES,MEMBERS,AFFILIATES,AGENTS,AND SUBCONTRACTORS FROM ANY AND
<br /> ALL LIABILITY,CLAIMS,DEMANDS,ACTIONS,OR CAUSES OF ACTION WHATSOEVER FOR ANY ALLEGED LOSS,
<br /> DAMAGE,OR INJURY,OTHER THAN A CLAIM FOR COMPENSATION FROM UL PROVIDED FOR IN PARAGRAPH 15.
<br /> THIS EXPRESS RELEASE AND WAIVER IS INTENDED TO COVER,AND DOES COVER,ALL CLAIMS ARISING IN TORT
<br /> (INCLUDING,BUT NOT LIMITED TO.NEGLIGENCE,PRODUCTS LIABILITY,STRICT LIABILITY,NEGLIGENT
<br /> MISREPRESENTATION,INTENTIONAL MISREPRESENTATION,TORTIOUS BREACH OF CONTRACT,UNFAIR
<br /> COMPETITION,DEFEMATION,AND/OR TORTIOUS INTERFERENCE WITH ACTUAL OR PROSPECTIVE CONTRACT,
<br /> BUSINESS RELATIONSHIP,OR ECONOMIC ADVANTAGE),AS WELL AS THOSE ARISING UNDER ANY STATE OR
<br /> FEDERAL STATUE,THAT IN ANY WAY ARISE OUT OF,OR RELATE TO,UL'S SERVICES OR TO UL'S PERFORMANCE
<br /> AND/OR ALLEGED NON-PERFORMANCE UNDER THIS AGREEMENT.
<br /> 17.Indemnification As to Third Party Claims.IN CONSIDERATION OF UL'S AGREEMENT TO PERFORM SERVICES FOR
<br /> CLIENT HEREUNDER,CLIENT UNCONDITIONALLY AGREES TO INDEMNIFY UL,ITS TRUSTEES,DIRECTORS,
<br /> OFFICERS,EMPLOYEES,MEMBERS,AFFILIATES,AGENTS,AND SUB-CONTRACTORS FROM ANY AND ALL LOSS OR
<br /> EXPENSE(INCLUDING REASONABLE ATTORNEYS'FEES)ARISING OUT OF,OR RELATED TO,ANY AND ALL
<br /> CLAIMS ASSERTED BY THIRD PARTIES THAT IN ANY WAY RELATE TO THE DESIGN,TESTING OR DATA
<br /> PROVIDED BY CLIENT,MANUFACTURE,MARKETING,OR SALE OF CLIENTS PRODUCT(S)OR SERVICES
<br /> (INCLUDING,BUT NOT LIMITED TO,CLIENTS USE OF ANY OF THE MARKS OR CERTIFICATION)AND TO UL'S
<br /> PROVISION OF SERVICES HEREUNDER,INCLUDING,BUT NOT LIMITED TO,ANY AND ALL CLAIMS SOUNDING IN
<br /> TORT,CONTRACT,AND/OR WARRANTY,AND/OR ARISING OUT OF ANY FEDERAL OR STATE STATUTE.IN THE
<br /> EVENT THAT UL IS SUED AS A DEFENDANT ON ANY SUCH CLAIM BROUGHT BY A THIRD-PARTY,UL SHALL HAVE
<br /> THE RIGHT TO SELECT COUNSEL AND TO DEFEND ITSELF AT CLIENT'S EXPENSE.
<br /> 18.Representations and Modifications.This Agreement,its explicitly incorporated Service Terms and Conditions,and any and all
<br /> related Quotations,constitute the entire,complete,and fully integrated agreement between the parties.There are no other statements,
<br /> representations,terms,covenants,warranties,guarantees,conditions,agreements,or obligations in any way relating to UL's
<br /> provision of Services to Client,and the Parties hereby expressly disclaim any purported reliance on any statements,representations,
<br /> claims,brochures,and/or advertisements of any kind not explicitly set forth herein,including prior oral and/or written representations.
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