ISE CORPORATION
STANDARD TERMS AND CONDITIONS OF SALE

1. GENERAL

All sales of Products and Services by ISE Corporation (hereinafter referred to as "ISE") to any person purchasing or offering to purchase Products and/or Services (hereinafter referred to as "Purchaser") shall be subject to these Standard Terms and Conditions of Sale (hereinafter referred to as these "Conditions of Sale"). In addition, the license of Software and Product Documentation (defined below) to Purchaser in connection with any sale of Products or Services shall be governed by these Conditions of Sale as provided below in Sections 12 and 13, respectively. The term "Products" used herein means all products sold by ISE, including without limitation, vehicles, drive systems, subassemblies, and spare parts. The term "Services" means all services sold or provided by ISE, including without limitation, design, development, technical, installation, maintenance and instructional services.

2. TERMS OF SALE OF PRODUCTS AND SERVICES

These Conditions of Sale govern all quotes, orders, order acknowledgements, sales of Products and Services, and licenses of Software and Product Documentation, and are the sole terms and conditions on which the order of Purchaser will by accepted by ISE. No waiver, alteration or modification of these Conditions of Sale shall be binding upon ISE unless ISE agrees in writing pursuant to a definitive supply or service agreement that expressly references these Conditions of Sale. Any provision in any document furnished by Purchaser that is in anyway inconsistent or conflicting with, or in addition to, these Conditions of Sale is hereby expressly rejected. Acceptance of Purchaser's order will not constitute an acceptance by ISE of printed provisions on Purchaser's order form or Purchaser's standard terms. Failure of ISE to object to provisions contained in any order or other document from Purchaser shall not be construed as a waiver of these Conditions of Sale nor an acceptance of any such provisions by ISE.

ISE's acceptance of any offer or purchase order of Purchaser is expressly conditioned upon Purchaser's acceptance of all provisions contained in these Conditions of Sale .  Purchaser’s agreement and acceptance to these Conditions of Sale shall be deemed given unless Purchaser notifies ISE in writing of its specific objection to any provision of these Conditions of Sale within ten (10) days following receipt of these Conditions of Sale by Purchaser.  ISE may deliver these Conditions of Sale to Purchaser by personal delivery, mail, electronic mail, or referral to ISE’s website.  Simply delivering Purchaser’s form to ISE containing inconsistent, conflicting or additional terms will not be deemed to be a specific objection by Purchaser to these Conditions of Sale.

3. PRICES; COST OF TRANSPORTATION

Unless otherwise stated in ISE?fs quotation, quotations automatically expire thirty (30) days from the date of issuance. Notwithstanding any prices listed on Purchaser?fs order, an order is accepted only at the prices specified on ISE?fs order acknowledgement. All quoted prices are based on the current exchange rates, tariffs and costs of manufacture. Prices are subject to correction for typographical errors. Unless otherwise stated, all prices are F.O.B. ISE?fs factory and include domestic packing. Customary methods of transportation shall be selected by ISE and such transportation will be at Purchaser?fs expense. Special methods of transportation will be used upon Purchaser?fs request and at Purchaser?fs additional expense provided reasonable notice of Purchaser?fs transportation requirements are given by Purchaser to ISE prior to shipment.

4. TERMS OF PAYMENT

Unless otherwise expressly agreed in writing by ISE, invoices are payable within thirty (30) days of invoice date. Unless otherwise expressly agreed in writing by ISE, no cash discount shall be available to Purchaser. When cash discount is offered, the discount price is computed from the date of invoice. ISE does not offer cash discount on C.O.D. shipments. Should payment not be made to ISE when due, ISE reserves the right to charge Purchaser with interest on such overdue payments, from the date due until paid, at a rate of one and one-half percent (1.5%) per month, or the maximum rate allowed under applicable law, whichever is less.

Prices do not include any sales tax, use tax, value added tax, duty or similar tax. Purchaser shall be solely responsible for and shall pay all duties, customs, fees, sales, use, value-added, and similar taxes with respect to any Products or Services sold, or Software or Product Documentation licensed, hereunder.

6. DELIVERY; RISK OF LOSS; TITLE

All shipments and delivery of Products shall be F.O.B. ISE’s factory.  Risk of loss and title to the Products shall pass to Purchaser upon delivery of the Products to the carrier.  For the avoidance of doubt, Purchaser shall be responsible for payment of all freight, insurance, customs fees and other shipping expenses that are applicable to the Products.  In the event of loss or damage during shipment, Purchaser’s claim shall be against the carrier only.  ISE will, however, give Purchaser any reasonable assistance to secure adjustment of Purchaser’s claim against the carrier provided immediate notice of such claim is given by Purchaser to ISE.

Delivery schedules are approximate and are based on prevailing market conditions applicable respectively at the time of ISE’s quotation and ISE’s acceptance of Purchaser’s order.  Delivery shall also depend on the prompt receipt by ISE of the necessary information to allow maintenance of engineering and manufacturing schedules.  ISE may extend delivery schedules or may, at its option, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.

Orders accepted by ISE are not subject to changes or cancellation by Purchaser, except with ISE?fs written consent. In such cases where ISE authorizes changes or cancellation, ISE reserves the right to charge Purchaser for ISE?fs usual overhead and reasonable profit in addition to reasonable costs based upon expenses already incurred and commitments made by ISE, including, without limitation, any labor done, material purchased, and cancellation charges from ISE?fs suppliers. If any shipment is delayed at Purchaser?fs request, ISE may invoice Purchaser for such Products and risk of loss and title for such Products shall pass to Purchaser on the date ISE is prepared to make shipment.

8. SECURITY INTEREST

Purchaser hereby grants ISE a security interest in any Products currently or hereafter sold by ISE to Purchaser (including any returned or repossessed Products) and the proceeds thereof (including sale or insurance proceeds and accounts receivable), as well as in Purchaser?fs rights as a seller of the Products under applicable law. Purchaser specifically agrees that ISE may file one or more financing statements pursuant to the Uniform Commercial Code, and may execute all other documents necessary to perfect ISE?fs security interest, and hereby grants to ISE the power of attorney to execute and sign such financing statements and other documents in Purchaser?fs name. ISE?fs security interest in any Product will terminate upon payment in full of all amounts due to ISE for such Product.

9. FORCE MAJEURE

ISE shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of ISE including, but without limitation, acts of God, war, terrorism, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, electrical blackouts, sabotage, lock-outs, strikes or labor disputes, faulty castings or forgings, or the failure of ISE?fs suppliers to meet their delivery promises. The acceptance of delivery of the equipment by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.

10. LIMITED WARRANTY FOR PRODUCTS

General
The following limited warranty is for Products; except this limited warranty does not apply if ISE has provided Purchaser with a written limited warranty statement with respect to such Product.  This limited warranty is made by ISE solely to the Purchaser period is not transferable. 

Limited Warranty Coverage
ISE warrants that any Product supplied by ISE that is properly installed, commissioned by an ISE representative, operated in accordance with the specifications provided by ISE, and found by ISE under normal use and service to malfunction during the warranty period solely as a result of defects in materials or workmanship, will be (at ISE’s option) (i) repaired by ISE at no charge, using new or refurbished replacement parts or (ii) exchanged by ISE with a part that is new or which has been refurbished from new or serviceable used parts. This warranty is expressly limited to repair or exchange of defective Products. “Malfunctions” do not include normal wear and tear, effects of corrosive and/or erosive environments or fuels, replacement of consumables, or performance changes caused by these conditions.

Exclusions to Limited Warranty
The following are specifically excluded from coverage under this limited warranty:

• Failures or damage caused from what ISE determines in its discretion to be abuse or neglect, or caused by any operation of the Product outside the operating specifications defined by ISE;

• Failures or damage caused from shipping, vandalism, accidents, misuse, lack of maintenance, operation without adequate coolants or lubricants, overfueling, overspeeding, contaminants in the fuel or oil, incorrect fuel or oil, misapplication, storage, acts of nature, or negligence;

• Failures or damage caused by use of parts not approved by ISE, or caused by repairs to Products performed by anyone other than an authorized ISE representative;

• Failures or damage caused other than by defects in materials or workmanship;

• Products that are modified without written authorization from ISE;

• Costs for routine maintenance of Products;

• Costs for removal or reinstallation of Products; and

• Costs for diagnosis or investigation of Product problems.

Limited Warranty Period
The applicable warranty period is twelve (12) consecutive months from the date of initial operation of the Product, but not more than eighteen (18) consecutive months from the shipping date of the Product to Purchaser.

Repairs Under Warranty
All repairs under this limited warranty must be conducted by an authorized ISE representative, using only new or refurbished parts, supplied or approved by ISE. During the warranty period, any use or substitution of parts that are not approved by ISE will void this limited warranty. All claims under this limited warranty must be made to ISE within 30 days of malfunction of the Product. No Product shall be returned without ISE’s prior written consent.  Products which ISE consents to have returned shall be shipped at the risk and expense of Purchaser, freight prepaid, to ISE’s facility or such other location that ISE may designate.  Exchanged parts provided by ISE are covered by thislimited warranty for the remaining term of the original part’s limited warranty.  When a part is exchanged, the original part becomes ISE’s property.

Technical Assistance
This limited warranty shall not be enlarged, nor shall any obligation or liability of ISE be created, by ISE providing technical advice, facilities or Service in connection with any Product.

No Agents
ISE does not authorize any person to assume or create for it any other obligation or liability in connection with any Product.

Additional Exclusion & Limitations To Limited Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS LIMITED WARRANTY AND THE REMEDIES SET FORTH IN THIS SECTION 10 ARE EXCLUSIVE FOR ANY AND ALL PRODUCTS, AND ARE IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, OR EXPRESS OR IMPLIED.  ISE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.  ISE MAKES NO WARRANTY TO ANY CUSTOMER OF PURCHASER OR ANY OTHER THIRD PARTY, AND EACH SUCH CUSTOMER OR THIRD PARTY SHALL LOOK SOLELY TO PURCHASER FOR ANY WARRANTY.

11. SERVICES

The Services in each purchase order may be provided sequentially based upon both the needs of the Purchaser and the stage of development of the implementation for such Services, as determined by ISE in its sole discretion. Unless otherwise specifically agreed by ISE and the Purchaser in writing, any schedule or time frame set forth in a purchase order will represent an estimate which may be revised upon mutual written agreement during the course of providing the Services described in such purchase order. This is not an exclusive contract arrangement and ISE may perform similar or other services for third parties in ISE’s sole discretion.

ISE warrants that Services will be performed in a professional, workmanlike manner in accordance with industry standards (the “Services Limited Warranty”).  ISE’s sole liability, and Purchaser’s exclusive remedy, for a breach of the Services Limited Warranty is limited to ISE’s correction of such Services to the extent shown to ISE’s reasonable satisfaction to have been defective, provided that written notice of such defective Services shall have been given by Purchaser to ISE within thirty (30) days after the performance of such Services by ISE.

12. SOFTWARE

General
The software and the software operating documentation that are provided to Purchaser in connection with the sale of any Product or Service, whether on disk, read only memory, on any other media or in any other form (collectively “Software”), are licensed, not sold, to Purchaser by ISE for use only under the terms of this license, and ISE reserves all rights not expressly granted to Purchaser.  The rights granted in this Section 12 are limited to ISE’s intellectual property rights in the Software and do not include any other intellectual property rights.  Purchaser owns the media on which Software is recorded, but ISE and/or its licensor(s) retain ownership of the Software itself.  The terms and conditions of this Section 12 only apply to Software.

Software License
Subject to the terms of this Section 12, ISE hereby grants to Purchaser a non-exclusive, non-sublicenseable  right and license to use the Software in machine-readable  (object code) form and any modifications made by ISE thereto, but only in connection with the configuration of the Products and operating system for which the Software is ordered and for the end-use purpose stated in the applicable software operating documentation or Product Documentation.

Permitted License Uses and Restrictions; Termination
Purchaser shall not allow the Software to exist on more than one Product or computer at a time, and Purchaser agrees not to make the Software available over a network were it could be used by multiple devices or computers at the same time.  Purchaser shall not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, create enhancements, or create derivative works of the Software or any part thereof, without ISE’s prior written consent; except Purchaser may make one copy of the Software in machine readable (object code) form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices of the original.  Any and all other copies of the Software made by Purchaser are in violation of this license.  Purchaser may not release the results of any performance or functional evaluation of any Software to any third party without the prior written consent of ISE for each such release.

This license is effective until terminated.  Purchaser’s rights under this license will terminate automatically without notice from ISE if Purchaser breaches any term of this license or this agreement.  Upon termination of this license, Purchaser shall cease all use of the Software and destroy all copies, full or partial, of the Software.

Transfer
Purchaser shall not rent, lease, lend or sublicense the Software.  Purchaser may, however, make a one-time permanent transfer of all its license rights to the Software to a third party purchasing Products that utilize the applicable Software, provided that: (a) the transfer must include all of the applicable Software, including all of its component parts, original media, printed materials and this license; (b) Purchaser does not retain any copies of the Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Software reads and agrees to accept the terms and conditions of this license.  If a transfer satisfying the above requirements is completed, such third party shall have the same rights and obligations as Purchaser with respect to this Software license, except it shall not have the right to transfer such license.

Software Limited Warranty
ISE warrants solely that on the date of shipment of the Software to Purchaser: (a) the Software media contains a true and correct copy of the Software and is free from material defects; and (b) the Software will function substantially in accordance with the related ISE operating documentation. ISE disclaims any warranty that the operation of the Software will be uninterrupted or error free. This software warranty does not apply to software delivered by ISE but produced by others. The warranty for software produced by others shall be the warranty as stated by the software producer. 

This software warranty shall be void and not apply if: (a) the Software is  modified, changed, or altered by anyone other than an authorized ISE representative, unless authorized by ISE in writing; (b) there is a change by someone other than ISE to the Products for which the Software is ordered; (c) the Products utilizing the Software are not in good operating order, are operated outside of the operating specifications defined by ISE, or are no longer covered by an ISE warranty; (d) the nonconformity is caused by Purchaser, Purchaser’s authorized transferee, or any of their agents, servants, employees, or contractors, or any third party; (e) Purchaser does not promptly notify ISE in writing, within the period of time set forth below, of the nonconformity after it is discovered; or (f) all fees for the Software or Product utilizing the Software have not been paid to ISE.

If within one (1) year from date of initial installation of the Software, but not more than eighteen (18) months from the shipping date of the Software to Purchaser, Purchaser discovers that the Software is not as warranted above and promptly notifies ISE in writing, within this period of time, of the nonconformity, and if ISE cannot correct the nonconformity or deems correction to be commercially impracticable or prohibitively expensive, Purchaser’s exclusive remedies, at ISE’s option and expense, are: (a) replacement of the nonconforming Software; or (b) termination of this license and a refund of an equitable, pro rata share of the contract price for the Product utilizing the Software or license fee paid.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS LIMITED SOFTWARE WARRANTY AND THE REMEDIES SET FORTH IN THIS SECTION 12 ARE EXCLUSIVE FOR ANY AND ALL SOFTWARE, AND ARE IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL OR WRITTEN, OR EXPRESS OR IMPLIED.  ISE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.   ISE MAKES NO WARRANTY TO ANY CUSTOMER OF PURCHASER OR ANY OTHER THIRD PARTY, AND EACH SUCH CUSTOMER OR THIRD PARTY SHALL LOOK SOLELY TO PURCHASER FOR ANY WARRANTY. 

Limitation of Liability.
Section 16 of these Conditions of Sale limits ISE’s liability with respect to Software.

License Fees
Unless otherwise agreed in writing by ISE and Purchaser, the fees for this Software license are included in the purchase price of the applicable Product or Service. Any subsequent modifications or enhancements to the Software made by ISE are, at ISE’s option, subject to a fee.

US Government Purchasers/End Users
The Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire only those rights in the Software that are provided by this Section 12.

13. PRODUCT DOCUMENTATION

General
The maintenance, specification and operating documentation for Products that are provided to Purchaser in connection with the sale of any Product or Service, whether on printed media, disk, read only memory, on any other media or in any other form (collectively “Product Documentation”) are licensed, not sold, to Purchaser by ISE for use only under the terms of this license, and ISE reserves all rights not expressly granted to Purchaser.  The rights granted in this Section 13 are limited to ISE’s intellectual property rights in the Product Documentation and do not include any other intellectual property rights.  Purchaser owns the media on which Product Documentation is recorded, but ISE and/or its licensor(s) retain ownership of the Product Documentation itself.  The terms and conditions of this Section 13 only apply to Product Documentation.

Product Documentation License; Termination
Subject to the terms of this Section 13, ISE hereby grants to Purchaser a non-exclusive, non-sublicenseable right and license to use the Product Documentation and any modifications made by ISE thereto, but only in connection with the end-use purpose stated in such Product Documentation.  Purchaser shall not copy, modify, create enhancements, or create derivative works of the Product Documentation or any part thereof, without ISE’s prior written consent; except Purchaser may make one copy of the Product Documentation for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices of the original.  Any and all other copies of the Product Documentation made by Purchaser are in violation of this license.

This license is effective until terminated.  Purchaser’s rights under this license will terminate automatically without notice from ISE if Purchaser breaches any term of this license or this agreement.  Upon termination of this license, Purchaser shall cease all use of the Product Documentation and destroy all copies, full or partial, of the Product Documentation.

Transfer
Purchaser shall not rent, lease, lend or sublicense the Product Documentation.  Purchaser may, however, make a one-time permanent transfer of all its license rights to the Product Documentation to a third party purchasing Products that are described in the Product Documentation, provided that: (a) the transfer must include all of the applicable Product Documentation, including all of its component parts, original media, printed materials and this license; (b) Purchaser does not retain any copies of the Product Documentation, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the Product Documentation reads and agrees to accept the terms and conditions of this license.  If a transfer satisfying the above requirements is completed, such third party shall have the same rights and obligations as Purchaser with respect to this Product Documentation license, except it shall not have the right to transfer such license.

Disclaimer of Warranty for Product Documentation
ISE AND ITS LICENSORS PROVIDE THE PRODUCT DOCUMENTATION “AS IS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.   ISE MAKES NO WARRANTY TO ANY CUSTOMER OF PURCHASER OR ANY OTHER THIRD PARTY, AND EACH SUCH CUSTOMER OR THIRD PARTY SHALL LOOK SOLELY TO PURCHASER FOR ANY WARRANTY.

Limitation of Liability.
Section 16 limits ISE’s liability with respect to Product Documentation.

14. INTELLECTUAL PROPERTY

Ownership of Intellectual Property; Reservation of Rights
ISE and/or its licensor(s) are and shall remain the sole and exclusive owners of all rights, title and interest in and to the Software, Product Documentation and ISE Technology (defined below).  Any and all modifications, enhancements, or derivative works of the Software, Product Documentation, or ISE Technology, made without ISE’s prior written consent (collectively “Unauthorized Modifications”), shall be solely owned by ISE.  In addition, ISE may create derivative works from the Unauthorized Modifications for any purpose, and ISE shall own all rights, title, and interest in and to such derivative works, including all intellectual property rights therein. 

Except for the Software license and Product Documentation license expressly granted in Sections 12 and 13: (i) no licenses (including without limitation any implied licenses) to the Software, Product Documentation, or ISE Technology are granted to Purchaser and (ii) the delivery of the Products, Services, Software or Product Documentation containing ISE Technology to Purchaser shall not constitute any express or implied grant of right, license or title to ISE Technology to Purchaser or its customers. 

All rights in the Software, Product Documentation, or ISE Technology not expressly granted to Purchaser in Section 12 or 13 are reserved by ISE and/or its licensor(s) and no additional or other licenses (including without limitation any implied licenses) are granted to Purchaser.

“ISE Technology” means all proprietary and other rights relating to the Products or Services sold to Purchaser, or Software or Product Documentation licensed to Purchaser, that are owned by or licensed to ISE including all proprietary and other rights in and to:  (i) patents, inventors’ certificates and invention disclosures; (ii) trade secrets and other confidential or non-public business information, including, without limitation, technical information, formulas and compositions, (iii) writings and other works of authorship, whether copyrightable or not, including computer programs, databases and documentation therefor, and all copyrights to any of the foregoing; (iv) mask works; and (v) registrations of, and applications to register, any of the foregoing with any governmental authority and any renewals or extensions thereof.

Inventions
All products, inventions, ideas, discoveries, designs, methods, formulas, software (including source code and object code), databases, algorithms, trade secrets, works of authorship, mask works, developments, processes, techniques, improvements, and related know-how resulting from the Products, Services, Software or Product Documentation, or from access to ISE Confidential Information (defined below) or ISE Technology, whether developed, made, conceived or reduced to practice by ISE, alone or with others, and whether or not patentable, copyrightable, or qualified for mask work protection, including, without limitation, all documentation, and translations (collectively the “Inventions”), will be the sole and exclusive property of the ISE.   Purchaser hereby assigns and agrees to assign to ISE or its designee, without further consideration, its entire right, title, and interest in and to all Inventions, including all rights to obtain, register, perfect, and enforce intellectual property rights for Inventions.  If for any reason any Invention is not deemed to be exclusively and solely owned by ISE, Purchaser hereby grants ISE a perpetual, worldwide, fully paid, irrevocable and exclusive (even as to Purchaser) license to use such Invention in any manner ISE, in its sole and absolute discretion, deems appropriate.

Reverse Engineering Prohibited
Purchaser agrees and warrants that Purchaser and its affiliates shall not, and by contract cause its customers to not, disassemble or otherwise inspect the internal composition or functions of the Products sold to Purchaser hereunder or components thereof, unless previously authorized by ISE in writing.  Purchaser and its affiliates shall not, and by contract shall cause its customers to not, manufacture, use, or distribute any product, document or software which incorporates any of ISE Technology, or otherwise seek to exploit for its own account any of ISE Technology, nor seek to ascertain by a process of “reverse engineering,” disassembly or otherwise the means and methodologies by which the Products sold to Purchaser hereunder were constructed or the manner in which they operate without prior express written permission of ISE.

15. ISE CONFIDENTIAL INFORMATION

Purchaser shall not disclose or permit disclosure of any ISE Confidential Information (defined below) to third parties or to employees of Purchaser, other than directors, officers, employees, consultants and agents of Purchaser (“Representatives”) who that have a need to know such ISE Confidential Information.  Purchaser shall cause its Representatives who have access to ISE Confidential Information sign a nondisclosure agreement in content substantially similar to this Section 15.  Purchaser agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of ISE Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under these Conditions of Sale to have any such information.  Such measures shall include, but not be limited to, the highest degree of care that Purchaser utilizes to protect its own confidential information of a similar nature, which shall be no less than reasonable care.  Purchaser agrees to, upon written request of ISE, promptly delivery to ISE all documents or other material furnished to Purchaser or its Representatives constituting ISE Confidential Information, and purge all electronic copies or other representations thereof that are under Purchaser’s or its Representative’s direct or indirect control.  In the event of such request by ISE, Purchaser agrees to provide a written certification to ISE stating that Purchaser and its Represenatives have fully complied with the requirements of this Section 15.

16. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT SHALL ISE OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO PURCHASER OR ANY OTHER PERSON OR ENTITY (INCLUDING PURCHASER’S CUSTOMERS) FOR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR COST OF CAPITAL OR INTERRUPTION OF BUSINESS, OR FOR LOSS OF USE, PROFIT, REVENUES, OR BUSINESS OPPORTUNITY, OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE, HOWEVER CAUSED, ARISING OUT OF OR RESULTING FROM THE PRODUCTS, SOFTWARE, SERVICES, PRODUCT DOCUMENTATION OR THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY OR UNDER ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL ISE’S AGGREGATE LIABILITY EXCEED THE PURCHASE PRICE OF THE SPECIFIC PRODUCTS OR SERVICES SOLD, OR SOFTWARE OR PRODUCT DOCUMENTATION LICENSED, TO PURCHASER THAT CAUSED THE ALLEGED DAMAGE. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

17. PURCHASER EMPLOYEES, AFFILIATES & CUSTOMERS

Purchaser agrees to take all commercially reasonable measures to insure that its employees, subcontractors, affiliates, and customers are bound by the terms and conditions of these Conditions of Sale.  Purchaser shall be responsible for any breach of this Conditions of Sale by any of its employees, subcontractors, affiliates or customers.  The Products, Software and Product Documentation may be provided by Purchaser only to customers that are subject to a written agreement between Purchaser and customer, valid and enforceable in all respects in each jurisdiction where such customer is obtaining such Products, Software or Product Documentation (the “Customer Agreement”).  Such Customer Agreements must, at a minimum: (i) contain provisions that are at least as protective of ISE as the intellectual property, confidentiality, limitation of liability and warranty provisions herein; and (ii) include nothing which derogates from or is inconsistent with any of the foregoing or these Conditions of Sale.

18. INDEPENDENT CONTRACTORS

ISE and Purchaser shall be deemed independent contractors hereunder and shall not be nor hold themselves out as employees or agents of each other. Purchaser acknowledges that it does not have any authority to act for or in the name of ISE or to bind or to commit ISE in any manner whatsoever. Purchaser further acknowledges that it is not authorized to make any representations or warranties on behalf of ISE, except as expressly agreed to in writing by a duly authorized representative of ISE.

19. CHOICE OF LAW; SEVERABILITY

The law of the State of California shall govern the validity, interpretation and enforcement of these Conditions of Sale and of any agreement of which these Conditions of Sale are a part, without reference to conflicts of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. If one or more provisions in these Conditions of Sale are ruled entirely or partly invalid or unenforceable by any court or governmental authority of competent jurisdiction, then: (i) the validity and enforceability of all provisions not ruled to be invalid or unenforceable shall remain unaffected and (ii) the provision(s) held wholly or partly invalid or unenforceable shall be deemed amended, and the parties shall reform the provision(s) to the minimum extent necessary to render them valid and enforceable in conformity with the parties?f intent as manifested in these Conditions of Sale.