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Tyco Fire & Security - Supplier Terms Conditions TFS June 2006 (Page 4)

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Tyco Fire & Security - Supplier Terms Conditions TFS June 2006
Agreement or applicable law. All of Buyer's rights and remedies under this Section for
Defective Products shall be in addition to, and cumulative with, Buyer's other rights and
remedies under this Agreement, at law, or in equity.
7.
Term and Termination.
a.
Term. Unless terminated earlier as provided herein, this Agreement shall
have an initial term of twelve (12) months, commencing on the Effective Date (the "Initial
Term"). After expiration of the Initial Term, this Agreement shall automatically renew on the
terms and conditions contained herein for successive twelve (12) month periods, the "Renewal
Term," each commencing on the anniversary date of the Effective Date (each, an "Anniversary
Date"), unless either party gives written notice of non-renewal no less than sixty (60) days prior
to expiration of the then current Term. The Initial Term, taken together with any Renewal Term,
shall be referred to herein as the "Term," and each successive twelve (12) month period of the
Term commencing on the Effective Date and each Anniversary Date thereafter shall be referred
to herein as a "Year."
b.
Default. The occurrence of any of the following constitutes a breach and
is a cause for Buyer's termination of this Purchase Order: (i) Seller fails to deliver Products by
the Delivery Date specified on the Purchase Order; (ii) Products do not conform to the applicable
descriptions or specifications; and (iii) Seller fails to perform any material provision of these
terms and conditions and fails to cure such default within fifteen (15) days after receiving written
notice of default from Buyer.
8.
Compliance with Laws. Each party shall perform its obligations hereunder in
compliance with all applicable laws, regulations, and other legal requirements including, but not
limited to, laws or regulations related to restriction on the use of certain hazardous substances in
electrical and electronic equipment.
9.
Indemnification. Seller agrees to defend, indemnify and hold Buyer harmless
from and against damages, losses, claims, costs and expenses (including reasonable attorneys
fees) related to any third party claims against Buyer arising out of (a) any allegation that any
Product infringes any patent, copyright, trademark, trade secret or other intellectual property
right of a third party and (b) any personal injury, wrongful death or property damage alleged to
have been caused by the negligence of Seller or a defect in a Product. Buyer shall give Seller
prompt notice of any such claims ("Claims"), and permit Seller to control the defense and
settlement of Claims, and reasonably cooperate with Seller in connection with the defense and
settlement of Claims. The foregoing indemnification obligations shall not be limited by the
amount or existence of insurance maintained or provided by Seller.
10.
Insurance. Seller agrees to obtain and maintain the following insurance policies
at Seller's sole cost and expense (collectively, "Insurance Policies"):
a.
Commercial General Liability Insurance written on ISO occurrence form
CG 00 01 96 (or equivalent coverage form), covering Liability for property damage, personal
injury, and death arising out of operations, products-completed operations, independent
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