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� . � � � � HERC RENTALS INC. . � . � � . ' �� . .
<br /> This Agreem�nt("Agreement")fs for the rental of the equfpment described on tha other side of this page 1"Front"6(ncluding all parts of and accessories to such equiDmeM I"EquipmenY').7his ABreement is between the customer . �
<br /> . � identitied on ihe front("Customsr"or"You"!�d Here Aentals inc,("Herc"1.Both parties acknowledge that thfs Agreement eonsists of the tertns wntten or printed on both sides of this page.
<br /> � - 1.NATURE dF THIS AOREEMEN7.Thls Agreement is solely for tha purpose of creating a renta�transaction,which allows Customer to use the Equipment as permitted by this Agreement.CUSiOMER REVHESENTS 7HAT THE
<br /> EQUIPMENT.IS TO BE USED SOIELY AND EXCLUSiVEIY FOR BUSINESS OR COMMERCIAL PURPOSES.7he Equipment is owned by Herc.Customer acknowledges that no one other than Here may tronsier or assign the Equipryient
<br /> or any rights br obligations under this A9reement.Neither Customer nor aay Additional Operetors las detined below)arc agents oi Herc.No�one may repair or alter the Equfpment without Herc's O�a�w�t[en approval.Custamer witt
<br /> � � - not sutter an�tiens or eneumbrances to attach to the EpuiDment and will defend,indemmify and hoid Herc harmless fram all loss,lia6ility,and expense 6y reason thereot . �
<br /> � �� �2.WHO MA1�OPERIITE THE EQUIPMEN7.Only Customer and fhe tollowing persons with Customer's permiuion("Authodzed Operators")may operate the Equipment:Customei s employer,employees,fellow employees in fha .
<br />� � course of sucb employee's reguier employment,or persons approved by Here in wdting.Customer and all Authodzed Operators must:be at least 25 years old to operate a moto�vehide,27 years old tor all other Epuipment:be .
<br /> �_propedy quaffied to o0erate the Equipment:a�d have a valid operator's Iicense with respect to the EtluiOment where repuired by law. Customer is responsible for any Oerson that aperates,.uses,storns or moves the Equipment .. . �
<br /> �� regard�ess of�whether that petson Is an AuthoAzed Operator.� � I � � . . .� . . � . �. . . .� .
<br /> � .3.RENTAL CrIARGES.Customer will pay Herc on demand at the Herc branch designated on the Front 1"Branch")or to ihe address andby tAe date specified in the applicable invoice,all rental,time,mileaga,service,transportation, � � � � �
<br /> � - �. refueling service,surcharges and other charges and sums in eeeordance with this ABreement,all sales and use taxes or tax reimbureement imposed with respect to the Equipment and tfiis Agreement,and all expenses,Including ��. � � � �
<br /> �� . reasoneble et�tomey's tees fncurredln collecNng same.Customer will alao pay to Nerc on demand at the Herc Branch the VLF Surcharge.descdbed on the Front.CVstomer understands that such charge5 will reimburse Herc tar e� � . ,
<br /> - � portion ot th�registratlon or licensing teas and ad valorem taxas thet Here paid tn HerNs p�ior fiscal year to the state in which such Herc Branch ts located and to local govemments and other taxing aufhorities located in such state.- � � �
<br /> �Customer further underetands that unless otherwise.required by applicabla law,such charges may be determined by Herc on the 6asis of the revenues Herc receives or astimates it will receive in such state and the total registratioo � �
<br /> � �.. or licensing fbes and ad vabmm taxes that Herc pays ar estimetes it will pay to such state,local govemments end other taning authorities.7he basic daily,weekly and 4 week rental rates will entitie Customer to a meximum of . � �
<br />� � � one-shift use'Ii.e.,a maxlmum of 8 hours per day;40 hours per week;160 hours per 4 weeksi.Use In excess ot one shi�t will be payable at ihe hourly rate of 11161h ot the daity charge(for a daily rental),1lBOth of the weekly
<br /> . � charge Itor a�weekly rentall and 1/320tb of the 4 week charge(for a 4 week rentary,plus applicable taxes.All charges ara subject to final audit tiy Herc.Herc w01 hava a Iien as allowed by law for charges inwrred M1ereunder upon �
<br /> � the premi5es;and Improvements u0o�which the Equipment is employed.Rentals are F.O.B.the Herc Branch unless otherwise speci(fed.Shipping charges from Such Bmnch to the Customer s destination end retum and allloading. . .�
<br /> � unloading,assembifng and dismentling will be paid by Customer.All rates for rentals in excess oT 4 weeks are subjecl to changa on thirty(30)days'notica in writing to the Customer with respect to eny portion of the rentel period
<br /> � then ramainirip.By ezecutfng this Agreement and acceptfng tha Equipmant pursuent to Secfion 12 hereof,the Customer accepls and agrees to pay all rentel and other cherges speeified herein and on the Front hereof.Charges no1
<br /> paid on iime,ae requfred by this Agreement,may 6e subject t0 a late peymant fee as O�ovided in this Agraement.Customer may eiso be charged a reasoneble tee for any cheek used for payment hereundei thet Is retumed unpaid.
<br />. . 4.CUSTOM R'S RESPONSIBILITIES.Customer is resDonsible to Herc Tor all loss or damage to the Equ�pment,and for its retum in the same condition it was received,except tor ordinary wear.Such responsibility is Iimited to the full
<br /> value of tha�quipment at tha time ft is lost or damaged,Iess its salvage vatue,plus any administrativa fees and Herc's related expenses,sueM1.as loss of usa,appraisel fees or recovery costs 1"Full Vaiue"1. The Equipment must be .
<br /> � rotumed to herc et the renting Here Branch by the Due Date specified on the F�ont,or soone�if demanded by Hera Customer acknowledges that it must confirm�etum receipt of the Equipment by Herc at the expiration or eadier
<br /> terminatlan of the rental.Untll sueh time as Herc rece{ves actual possession of the EpuipmenL Customer agrees to hold said Equipment in a safe and secure manner.The Eq�ipment will be used soleiy in Customer's business and
<br /> .ke0�only at�ustomer's place of businass or the job site nt which the Equipment is used,and will not be moved wfthout the prior written consent of Herc.The Equipment wlll be used only in accordanee whh the manutacturer's
<br /> Instructions�/uithin ite rated capacity.Customer will pertorm or cause to be pertormed and pay for all normal perfodic and other basic service,adiustmanis and Iubrication of the Equipment,inciuding but not Iimited to:checking ot the
<br /> . � Equipment bqfore each ahHt;checking end meintalnin9 crankcase,transmissioo,cooling and iluid systems dafly;and checking Ure pmssures and battery fluid and charge levels weekly.t�the Equipment fails to vperete vropedy o� �
<br /> becomes fn need of repefr,Customar will immediately cease using seme and will Ymmediately nottly Hera Customer will recard and suppty to Here at ezpiration or eadier termination of this Agreement tuel receipts end drlver tdp �
<br /> � records eont ining mileage breakdown by state.Failure to comply with tha foragoing fuel and mileage re0uirements wfll entNle Here to 5.05 per unrecorded�mlle es addltlonal rent hareunder,which Customar hereby a9rees to pay. . �
<br /> 6.RISK OP L�SS.All loss oi or damage to tNe Eqvipment from any cause wbatsoever while on rental or in Customar's or Authorized OperatoYs care,custody or control,whether exclusive or not,and whether or not due to 1Ne iauH� �
<br /> �o!Customer,incluAing,but not Iimited to,fire;flood,theft,eomprehensive losses,collisfon and rollover,and Acts of Ood,will be the sole responsibflity of Customer and wiil be paid to Herc promptly upon Customer's recelpt of an � �
<br /> involce there or.Sueh responsi6ility is limited to the full value of the Equlpment et the time it is last or damagad,less its salvage value,ptus an administmtive fee end Herc's releted ezpenses,such as lass of use,appraisel tees ar �
<br /> � �recovery cos�s.THE COST OP LA80R FOR REPAIRS WILI BE EITHER HERC'S THEN PREVAILING HOURLY RATE POR LABOR,POSTED AT THE HERC BNANCH WHERE THE EQUIPMENT IS TO BE REPAIRED,OR THE HEPAIRER'S
<br /> � HOURLV RA E FOR LABOR CHAR6ED TO HERC FOR REPAIRS AS THE CASE MAY BE.PAHTS WILL BE CHARGED AT HEHC'S COST PLUS A RETAIL MARI(UP.Use of the EQuipment by persons other than Customer or Authorfzed
<br />� Operators wi�l be et Customer's sole dsk. ��. � � � � � ��
<br />. 6.EVENTS OF DEFAULT.Customer shall be in default oT this Agreement it Customer fafls to pay any rent whea due or H Customer breaches eny of the other terms ot this AgreemenR-or it Customer becomes tnsolvent or ceases to
<br /> tlo business�s a going eoneem,or if a petition in 6ank�uptcy is tiled by or egainst C�stomer,or if Customer is in detault pursuant to the provisio�s of any other egreement by and 6etween Customer and He�c.Cuslomer will turther �
<br />� be deemed ttl be in default if the Epuipment is obtained from Herc through iraud or mtsrepresentation or is used:IA)in violation of any�aw or ordinance;(BI in a reckless,negligent or abusive manner,or is intentionally damaged by �
<br /> � Customer or t+rith Customer's permission;(C)in violation of Pa�agraph 4 above,or(D)in any fashion or manner for which the Equipment was not designed or bayond the manufacture's rated capacity for the Equipment. �
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<br /> 7.REMEDIES OF HERC.In case of deTault by Customer,or if Here deems itsel!insecure.Herc may,but is not required to,peaceably enter the premises where the Equipment is bcated and render it inoparative or remove seme with .
<br />� � or without process of law and without any noNce or liability to Customer.Cuslomer hereby waives any dght to any hearin0 or to reeeive any notice tif legal pmcess,as a pre-eondition far Herc recovering the Equfpment.Customar � .
<br /> � � agrees to pe k such entry and action by Herc.In such case Here may also�terminate this Agreement without notice to Customer or prejudice to any�remedies or claims which Here might otherwise have for rent,exDense oT � �
<br /> . � -retaking,cou�t costs and reasonable attomeys'fees:Cusromer will remain liable.for the Equipmeni or for any loss or injury to tbe Equipment;notwithstanding such terminallon.Here sha�l have ihe right to issue and dreulate theit �
<br /> � notices,cause warronts to be issued and take any�other steps which Here may reasonably deem necessary to recover the Equipment.if the Equfpment is not retumed on the date spacitied on She Front or sooner as permitted by the � ��
<br /> � . terms of this iA9�eement.The remedies provided herein in favor of Here are not ezclusive,but shall be cumulative and in addition to all other Femedies ezisting at�aw or in equity,any one or more of which may be exercised . .
<br /> :-simultaneousfy or succassivaly. . . . � �� � . � � � . �
<br /> ��.8.RENTAI P�IOTECTION PLAN.NOTE:The"Hental Protection Plan"o0��on("RPP"I is not�insurance;�it is an option thet Herc offers You to limit Your liability tor loss or dama9a to the Equipment that You have rented(wm Herc.M ..
<br /> ��Veu do not abcept RPP when olfered by Herc,Yuv.are responsitile to cover the.EqWpment with insurance as set forth below and pay fo Herc the Full Value of the EQuipment at 1he time it is bst brdamaged.The beneftt irom this � . . � . �
<br /> � �� RPP is limited by the deductible and.exeludes tNe.specifi¢conditions or events shown in SubparegraDh�b). � �� � - �
<br /> . ���.1a11f You co�hply with this Agreement,including.the provisions at Oaregraphs 2 and 3.and if Herc in its discreNon has offered to You,and Vou have accepted.RPP,then Here agroes m�waWe,tothe extent speeiiied in this� : . . �
<br /> . paragraph S,Your responsibility tor toss of or damage to tha Epuipment to the extent that it exceeds the dedactibla shown on 7he Renfal Record.You are responsible under this Agreement for the loss of or damage to iha Equipment -
<br /> � up to the ambunt of the"deducti6le"for the RPP.7his may ehange it You eztend or shorten the duration of Vour rental or if Vou add equipment to the rentai.You can only accept RPP at or prior to the beginning oi She Rental 7erm. � � �
<br /> � � NO7WITH5TP NDINQ ANY NOTATION ON THE PENTAL RECORD,RPP IS NOT OFFERED ON OR AVAILABLE FOR THE RENTAL OF A PASSENGER MOTOR VEHICLE. � .
<br /> � . @)NOTWITHS7ANUING VOUR ACCEPTANCE OF HPP,YOUR RESPONSIBILITY FOR IOSS OR DAMAGE WILL NOT BE LIMITED BY SUBPARAGRAPH 1a)TO THE EXTENT SUCH LOSS OR OAMAGE RESULTS FROM AN � � �
<br /> AUTHOfl�ZEtS OPERA70R'S OR ANV PERSON'S NEGLIGENCE OR FHOM: � � � � � �
<br /> -(i)striking an�overheed objeet with the Equipment: � .� . �� � �
<br /> (ii)vandalism,malicious mischief,theft or conversion of the Epuipment,unless an Authorized Operator promptly tiles with the applica6le public authorities(and Oromptly provides to Herc)a formal written theit,vandalism or
<br /> � �conversion report; � -
<br /> - Ifii)leav(ng keys,if any,in the Equipment while that Equipment is not locked or otherwise secured,regardless of whether o�not a repon was filed pursuant to paragraph 8(b11ii1: .
<br /> . . � (iv)exposurelto conosiva metarfals. � ..
<br /> . (v)ovedoadidg of e boom,exceeding reted capacity ot equipment: � �. �
<br /> � � Ivi1 Vour faiiJre to pedorm eny of Your o6ligatlons under this Aqmement.Including those set forth in par0graphs 2,end 4. � � �
<br /> Wfii damage�1ue to acts o/God,sueh as tloods,wind,storms or earthquaker. � � � � - . �
<br /> . � � lviii)Demegeito tiros and tubes ceuaed by biow out,bruises,cuts,punctures or other causes inherent in the use of the EQuipmenY, � � . � . �
<br /> � (ix)Demage fo motor vehicles without e palice report;or � � � � . . � � � ��� . �
<br />' (x)Damage tU pessenger vehiclea such as SUV's or vana � . . .. � � .� . � .
<br /> � �� (c)In the event oi losa o�damage to the EquiOment,Vou are required to cooperate with Herds investigation ot any incident invoNfng the Equipment,and complete an RVP Incident Report.. �� � � � � ��
<br />. ; �Id)RPP IS OF�TIONAI,AND YOU NEED NOT ACCEPT IT IF HERC OFFERS IT TO YOU.TO THE EXTENT HERC OOE3 N0T OFFER RPP TO YOU.OR YOV DO NOT ACCEPT RPP,YOU MUST MAtNTA1N THE INSURANCE COVERAQE � �
<br /> " REQUIRED BY'PARA�RAPH 9161.If You elect to matnlain fnsurence covera9e,and the certificate of.insuranca you provida to Here to evidenoe your inswance coverage is unaccepteble to Herc or the applicable policies expire.You .
<br /> ��agree thecH�rc may charge RPP for your rentels�until such time as Vou Orovide an acceptable and vaild certificate ol insurance and such matters are corrected to Herc's reasoneble setisfaction. � �
<br /> � 9.INSURAN E.(a)Llability Insurance/or.�njurylDamage to Third Parties-Customer will,at its own expense and at all tlmes during the tarm oi thfs Agreament,maintaln In force applicable flabiiity insurance Oolicies as descdbed
<br /> � below,each�f which shall fnclude,at a minimum,limits oi Ilability written on a combined single Iimit basis ot not less than 57,000,000 per occunence:f 71 for Equipment rental not including moto�vehicles.a Commercial Generel
<br /> � Liahility Insu ance POIicV which must Include contractual liabilfty coverepe;end 121 if the EQuipment rental includes motor vehicles,a Business Autamobile Liability I�sura�ce Policy which must inelude coverage for non-6wned motor
<br />� . vehicles.In the states of Arizona.Maryiand,Massachusetts,Michigan,Minnesota end West Virginia,covera8e provfded by the Customei s Business Automobile Llability Insurence Folicy shalt be excess of owne�ship Iiability �
<br /> prolection as�iprovided by Herc on a pdmary basis,with such protection not to exceed the minimum limits required by the automobile fina�cial responsibility laws of the applicable state noted above.Such protection will coniorm to ,�
<br /> ihe basic repuirements of tha applicable No Fault law,BUT DOES NOT INCLUDE UNINSUHEDIUNDERINSURED MOTORIST,SUPPLEMENTARV NO FAULT OR ANV OTHER OPTIONAL COVERAGE.TO THE EXTENT PERMITTED BV
<br /> LAW,HERC hND CUSTOMEH REJECT THE INCLUSION OF ANY SUCH COVERAGE.I(such coverage is imposed by operation oi law,the�the limits of such coverage will be the minimum required by the law ot the applicable state
<br /> - noted above.� � � -
<br />. .(b)Property IhsurancelPhysicel Damege Insurance IHerc Equipment)-If RPP is not offered by Herc to You,or You do not accept HPP,Vou will.at Your own ezpense and et all times during the term of this Agreement,maintain in
<br /> � � force Propert��nswancelPhyscel Demage Insurence in an amount adeauate to cover any dama9e to,or loss of,the Equipment being rented under this Agreement.Your Oolicies musS expressly provide coverage far nan-owned .
<br />. � �Equipment,It�ctudinp motor vehicles(if applica61e1,while in Vour care,custody and controL � � � � .
<br /> � � Icl Evidence bf Coverage-You will,oo demand,tumish Herc with a Certificate ot Insurance evidencing the applicable coveroges more iully described in subpamgraphs(a)and(b)just above.Such certificatal5)shall be endorsed to .
<br /> provide that{he apPlicable insurence pplicies may not be canceled or matedally modffied except o�thirty(301 days prior written uotice m Herc at the Herc hrench identified on the Frant . . � � � . . ��. �.
<br /> ' 70.IN�EMNf ICATION.For and in edditionai conside�ation-of providing ihe Equipment herein.CUSTOMER WILL DEFEND,INDEMNIFY AND HOLD�HAqMLESS HERC,ITS SUBSIDIARIES,PAHENT COMPANY AND I7S AND THEIR � � � � .
<br /> �-.OFPICERS,�AGEMTS AND EMPLOYEES,FROM AND�AGAINST AILlOSS.LIABIUTV,CIAIM,AC710N OR EXPENSE,INCLUDINO NEASONABLE AT70HNEYS'FEES,BV REASON OF BOOILY INJURY,INCLUDING DEATH,AND . �.
<br /> . � PROPERTY�AMAGE,SUSTAINED BY ANY PEHSON OR.PERSONS.INCIUDING BUT NOTLMITED TO EMPLOYEES OF CUSTOMER.:AS A RESULT OF THE MAINTENANCE,USE,POSSESSION,OPERATION,ERECTION, � . .
<br /> .` DISMANTLIN.�,SERVICINO OR TRANSPORTATION OF�THE EQUIPMENT OR�MOTOR VEHICLE OR CUSTOMEH'S FAILURE TO COMPLY WITH THE 7ERMSAF THIS AGREEMENT,EVEN IP SUCH�LIABILITY.RESVLTS IN ANV.PART . . �
<br /> �.FROMJHE'QR�INARV NEGl10ENCE OF HENC,iTS OFFICERS.AGENTS ON EMPIOYEES.CUSTOMEfl WILL,�AT ITS EXPENSE,COMPIV WI7H Atl FEDERAL,STATE AND LOCAI LAWS AND REGUTATIONS AFFECTING THE � � �
<br /> � ����EQUIPMENTVIND ITS USE,OPERATION,ERECTION,DESIGN AND TPANSPORTA7ION,INCLU�ING WITHOUT LIMITATION,LICENSING AND�BUIIDING CODE REQUIREMENTS ANO Will DEFEND�,INDEMNIFY ANO HOLD HERC - . �
<br /> ��.�HARMLESS FROM ALL LOSS,L�ABILITY DR EXPENSE RESULTINa FROM ACTUAL OR ALLEGED VIOLA710N5 OF ANY SUCH LAWS,REGULA710NS OR REQUIREMENTS. .� .. . � �� � . � �
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<br /> - � t t.NOTICE p�F LOSS OR ACCIDENT.U the event af an aceident,loss of,theit of,or damage to the Equipmen4 Customer egrees to natity Herc as soon as possib�e by telephone and,thereatter,to immediately report in writing to� � �
<br /> Herc and ta the public authorities Iwhere required by faw or by Here)all necessary inTormation relating to the�oss or eeeident. . � . . - . -�
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<br /> �12.CONDITIbN OP THE EQUIPMENT.Customer acknowledges heving examined the Equipment upon its delivery ta Custmnec The Equipment shall be deemed to be aceepted by Customer upon delivery and subject to the terms and- �
<br /> . conditions of�this Agmement i(Customer does not notity Here in writing within 48 hours of delivery of the EquiOment of any p�oblem with the Equipment.If,during Customer's possession of the Equipment,it is found by Cuslomer � � �
<br /> aot to be in good meehanical eondiqon,as a remlt of conditions not the responsibility ot Customer,nor caused by the tault or ne9��9ence of Cusmmer or Customer's employees or agents,Customer will so notify Herc,whereuDon .
<br /> Herc will then,at fts oplion and withaut any other liability or responsibllity by Herc to Customer.(al�epair or suitab�y replace the Equipment withima reasonable time during Herc's normal working hours,with the commencement or � � -
<br />� � � running of thb terms of this Agreement to be tolled for the period the Equipment is"down";or(bl remove the EquiOment and terminate this Agreement and refund payment5 ot re�tal charges,if any,!or the unezpired term of the - �
<br /> � Agreement,Ibss whatever fs due Herc for damage to or maintenence of Equipment which is tha responsibility of Customer.Customer agrees to provide fuil access to ihe Etluipment to Herc's representatives so as to enable Herc to '
<br />� . � meet its respbnsibilities hemundec � � . . ' � � . � - . � .
<br /> .� 7HE FOREGO�ING IS IN LIEU OF Iil ALL WARRANTIES.EXPPESS.IMPLIED OR STATUTORV,INCLUDING BUT NOT LIMITED 70.THE IMPLIED WARRANTV OF MERCHANTABILITY AND THE IMPIIED WARqANTY OF FITNESS FOR � �
<br /> . � A PAHTICULAR PURPOSE:AND OF iiq ALL OBUGATIONS OR LtABIL�TIES ON THE PART OF.HERC TO CUSTOMER FOR DAMAGES,INCLUDING BUT NOT UMITED TO,INDIRECT.INCIDEN7AL,CONSEQUENTIAL OR SPECIAL. . � . � �
<br /> � - DAMAGES APISINO DUT OF OR IN CONNECTION WITH THE RENTINO,MAINTENANCE.�USE,OPERATION.STORA6E,ERECTION,DISMANTLING OR 7RANSPORTATION OF THE EQUIPMENL �� � � . �
<br />� � �13�.LATE PA�MENT FEE.Should Customer taN to pay any invoice to Herc in eccordance with the terms of such Invoice,Customer will pay a late payment fee to Herc on such delinQuent payment uMil fully paid,at the maximum �. �
<br /> .rate ellowed�¢y the laws of the)udsdietion fn which the Herc Iocetion specified on the Front is located.. � �� � � � �. � � � ��.. � � � . . � � �
<br /> 14.FUELINOI SERVICE CHARGE,Herc agrees�to provide the Equipment to Customer with tull}uel tanks.Customer agrees to rctum the Equfpment with full tuel tank(51.IT Customer retums the EquipmeM with tha fuel tankis)less
<br /> � then Tull,Cu�tomer will pay to Herc e sum equal m Herds then appliceble reiuelinp serviee cha�ge posted at Herc's location where the EQuipment is rewmed tor the number of gallons required to reflll the tanklsl et the tfine of� � �
<br /> retum: � - � �
<br /> � 15.MERGER�MODIFICATIONISEVERABILITY.This Agreement eapresses the entire agreement between the parties with respect to the subject matter hereoT.No moditicatton or alteraHon oT the terms heraot will be etfective as
<br /> � against Here Nnless same Is in writing and signed by a duly authoAzed oftieer of Hera Cusromer's execution ot thts Agreement and aceeptanee ot the Equtpment in accordanca with Section 12 hareoi shall constituta Customer's
<br />� � aceeD�anee of all of the terms and conditions contained herein,and the exclusion of any terms and conditions otherwise stated 6y Customer oi contained In any of Customer's documents that conilict with or limit in,any way any of �
<br /> the terms anb conditions eontained herein.The paragraph headinps conteined in this Agreement are(or convenience only and will not 6e used to ex0and ar Iimit the ectuel terms and conditions heraof.
<br /> This A9reem�nt shall be govemed by and construed in accordance with the laws of the state of Delaware without regard to its rules o(conflict ol laws.Customer irrevoaably and unconditionally consents to submit to the sole and
<br /> . . � exclusive Juri4diction of the nate and federal courts within the State of Delaware Ithe"Delaware Courts"1 for any Iitigallon arising out ol or relating to this Agreement and the transactions contemplated hereby,and waives any
<br /> � objection to!he laying of venue and torum in the Delaware Courts.If any provision,or eny part of any provision of this Apreement or the appiication thereof ia thereatter held invalid or unenforceable,Lhe remainder of this Agreement
<br /> � shall not be effected thereby and.to this end the D�ovisfons of this Agreemant are declared severable. .. . ,
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