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held invalid or unenforceable, shall not be affected, and every other term and provision of this
<br /> Agreement shall be deemed valid and enforceable to the extent permitted by law.
<br /> 13. NONDISCRIMINATION
<br /> Sequoia warrants and represents that it is an equal opportunity employer which does not discriminate on
<br /> the basis of race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual
<br /> orientation.
<br /> 14. EXCUSABLE DELAYS
<br /> A. Sequoia shall not be considered in default by reason of any failure in performance if such
<br /> failure arises out of causes reasonably beyond the control of Sequoia or its subcontractors and
<br /> without their fault or negligence . Such causes include, but are not limited to, acts of God,
<br /> force majeure, natural or public health emergencies, labor disputes, freight embargoes, and
<br /> abnormally severe and unusual weather conditions.
<br /> B . Upon Sequoia' s request, the Customer shall consider the facts and extent of any failure to
<br /> perform the work and, if Sequoia' s failure to perform was without it or its subcontractors
<br /> fault or negligence, the affected terms or conditions of this Agreement may be revised
<br /> accordingly.
<br /> 15. HEADINGS NOT CONTROLLING
<br /> Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a
<br /> part of this Agreement.
<br /> 16. LIMITATION OF SEQUOIA'S LIABILITY
<br /> Sequoia's total aggregate liability for any loss, damage, costs or expenses under or in connection with
<br /> this Agreement, howsoever arising, including without limitation, loss, damage, costs or expenses
<br /> caused by breach of contract, negligence, strict liability, or breach of statutory or any other duty shall
<br /> in no circumstances exceed the Purchase Price as set forth in Paragraph 2 .0 of this Agreement.
<br /> Sequoia shall not be liable for any loss of profits, loss of business, loss of data, loss of use or any
<br /> other indirect, incidental, special or consequential loss or damage whatsoever, howsoever arising,
<br /> incurred by County or any Third Party, whether in an action in contract, negligence or other tort,
<br /> even if the parties or their representatives have been advised of the possibility of such damages.
<br /> 17. INTELLECTUAL PROPERTY RIGHTS
<br /> Each party shall retain its rights in any Intellectual Property Rights owned by or licensed to it prior
<br /> to the Effective Date. As permitted by Florida Law, all Development Intellectual Property Rights ,
<br /> whether or not developed by Sequoia , will be owned exclusively by Sequoia; provided, however
<br /> that Customer, provided it has not breached this Agreement, shall have a personal non-exclusive ,
<br /> non-transferable license to the use of such Development Intellectual Property Rights in accordance
<br /> with this Agreement and the License Agreement solely as necessary for Customer to use the
<br /> Equipment in the manner contemplated by this Agreement. For purposes of this Agreement,
<br /> " Intellectual Property Rights " shall mean rights in inventions , know-how, patents, registered
<br /> designs , design rights, trade names , trademarks, service marks , trade secrets , copyrights,
<br /> semiconductor design rights, mask works and topography rights whether or not registered and
<br /> including any application to register any of the same , and all rights or forms of protection of a
<br /> similar nature or having equivalent effect which may subsist anywhere in the world.
<br /> "Development Intellectual Property Rights " shall mean any Intellectual Property Rights created or
<br /> coming into being as a result of Sequoia' s performance under this Agreement.
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