manual

MANAGEMENT FUNCTIONS

out of any breach of this contract or obligations under this contract.

Defense of Infringement Claims

If notiﬁed promptly in writing of any action (and all prior claims relat-

ing to such action) brought against the Distributor based on a claim that

Distributor’s use of the goods infringes a patent or other intellectual prop-

erty right, and if given access by Distributor to any information distributor

has regarding such alleged infringement, Manufacturer agrees to defend

Distributor in such action at its expense and will pay any costs or dam-

ages ﬁnally awarded against Distributor in any such action, provided the

Manufacturer shall have had sole control of the defense of any such action

and all negotiations for its settlement or compromise.

Waiver Ineffective

No claim or right arising out of or relating to a breach of these terms and

conditions can be discharged in whole or in part by a waiver or renuncia-

tion of the claim or rightunless the waiver or renunciation is supported by

consideration and is in writing signed by the aggrieved party. Waiver by

either Manufacturer or Distributor of a breach by the other of any provi-

sion of these terms and conditions shall not be deemed a waiver of future

compliance therewith, and such provisions shall remain in full force and

effect.

Statute of Limitations

Any action by the Distributor or Manufacturer for breach of these terms

and conditions must be commenced within one (1) year after the cause of

action has accrued.

Applicable Law

These terms and conditions shall be governed by and construed in accor-

dance with the provisions of the Uniform Commercial Code as adopted by

the State of Mississippi.

Bankruptcy

In the event of any proceedings, voluntary or involuntary, in bankruptcy

or insolvency by or against Distributor, or in the event of the appointment,

with or without the Distributor’s consent, of an assignee for the beneﬁt