Foreign Representation Agreement

Foreign Representation Agreementoffer, pay, promise to pay or authorize the payment of money or thing of value to any other personin connection with transactions under this Agreement are to be paid. Distributor agrees not to takeany actions that would cause Manufacturer to violate section 103 of the Foreign Corrupt PracticesAct of 1977 (15 U.S.C.A. § 78dd-l). Distributor warrants that none of its officer, director, employeeor agent is an "official" of ___ (name of country) Government as that term is defined in section103, nor will Distributor employ an "official" of that government.9.5 Distributor represents and warrants that it will make and keep books, records and accounts that, inreasonable detail, accurately and fairly reflect the transactions performed by Distributor under thisAgreement and the dispositions of Products. Distributor specifically agrees that Manufacturer mayinspect such books, records and accounts upon reasonable requests made by Manufacturer toDistributor.10. INDEMNIFICATION AND LIMITATION OF LIABLITY10.1 Indemnification. Each party (the “First Party”) hereby indemnifies and agrees to hold the otherparty (the “Second Party”) and its affiliates, and its and their successors and assigns, and its andtheir directors, officers and employees harmless against any and all claims, causes of actions, loss,demands, penalties, damages, costs, judgments, attorney's fees or any other expenses incurred inconnection with, caused by or relating to the First Party’s actions or failure to act or any breach bythe First Party of the terms, covenants, representations or warranties set forth in this Agreement.10.2 Limitation of Liability. REGARDLESS OF THE BASIS ON WHICH ANY PARTY (THE “FIRSTPARTY”) MAY BE ENTITLED TO RECOVER DAMAGES FROM THE OTHER PARTY (THE“SECOND PARTY”), INCLUDING BUT NOT LIMITED TO, BREACH OF WARRANTY, CONTRACTOR FIDUCIARY DUTY, FRAUD, NEGLIGENCE, MISREPRESENTATION, OTHER TORT ORINDEMNITY, THE SECOND PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT ORRELATED TO PRODUCTS OR THE USE THEREOF IS LIMITED TO ACTUAL, DIRECTDAMAGES THAT CAN BE PROVEN UP TO AN AMOUNT NOT TO EXCEED THE AGGREGATEOF AMOUNT PAID BY MANUFACTURER TO DISTRIBUTOR FOR THE SIX-MONTH PERIODPRIOR TO THE DATE WHEN SUCH PROBLEM OCCURRED. THE PARTY SUFFERING SUCHDAMAGES OR LOSSES MUST FIRST EXHAUST ANY AVAILABLE LEGAL AND EQUITABLEREMEDIES AGAINST PARTIES OTHER THAN THE SECOND PARTY. THE SECOND PARTYSHALL IN NO EVENT BE LIABLE TO THE FIRST PARTY OR ANY THIRD PARTY FOR ANYSPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSTPROFITS, SAVINGS, REVENUES, BUSINESS OPPORTUNITIES OR BUSINESS ADVANTAGES)UNDER THIS AGREEMENT OR IN ANY WAY IN CONNECTION WITH PRODUCTS OR THEUSE THEREOF WHATSOEVER, EVEN IF SECOND PARTY HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THELIMITATIONS OF LIABILITY SET FORTH ABOVE IN THIS SECTION 10.2 SHALL NOT APPLYTO LOSSES AGAINST WHICH THE PARTIES HAVE AGREED TO INDEMNIFY EACH OTHERPURSUANT TO THE TERMS AND PROVISIONS OF THIS AGREEMENT OR THE DAMANAGESINCURRED BY MANUFACTURER BECAUSE OF THE BREACH OF SECTIONS 11, 12, 13 AND14 OF THIS AGREEMENT BY DISTRIBUTOR.10.3 Disclaimer. EXCEPT OR AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,EACH PARTY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONSOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES ORPRODUCTS, QUIET ENJOYMENT, AS WELL AS IMPLIED WARRANTIES ARISING FROMCOURSE OF DEALING OR COURSE OF PERFORMANCE.10.4 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages,so the above limitation or exclusion may not apply.(The sections on limitation of liability will limit the liability for both parties. If the parties oreither party does not want to set a limitation on liability, then please delete Sections 10.2 to10.4 and delete the reference of limitation of liability in the header. If the limitation isapplicable as to one party only, then revise these sections accordingly.)11. OWNERSHIP OF INTELLECTUAL PROPERTYPage 8 of 15