SKYUS 100 SERIES USER GUIDE MKT-00034 Rev 2 83
as a result of (a) INSEEGO’s compliance with any of Buyer’s designs, specifications or instructions, (b)
the use or incorporation of such Product or Software in a manner or in combination with any other
products, devices or parts not specified in INSEEGO’s specifications therefor, or (c) modifications of
such Product or Software by Buyer or any party (other than INSEEGO) which were not approved by
INSEEGO. Buyer shall defend, at its expense, any suit brought against INSEEGO alleging any such
infringement provided that INSEEGO (i) gives Buyer prompt notice of any such suit and permits
Buyer, through counsel of its choice, to defend such suit and (ii) gives Buyer all needed information,
assistance and authority, at Buyer’s expense, necessary for Buyer to defend any such suit.
8. Customer Furnished Material
8.1. In the event that Buyer, with INSEEGO’s prior approval, provides products, raw materials, fixtures
or tools (collectively, the “Customer Furnished Material” or “CFM”) to INSEEGO for incorporation into,
or use in the manufacture of, the Products, or in conjunction with the Services, Buyer shall retain title
to, and shall continue to bear all risk of loss or damage to, such CFM. CFM IS PROVIDED BY BUYER
AT BUYER’S RISK. IN NO EVENT SHALL INSEEGO BE LIABLE FOR ANY LOSS OR DAMAGE TO SUCH
CFM RESULTING FROM ANY CAUSE WHILE IN INSEEGO’S POSSESSION. BUYER SHALL BE SOLELY
RESPONSIBLE FOR INSURING THE CFM AGAINST ANY SUCH LOSS OR DAMAGE.
8.2. CFM certification and quality are the responsibility of Buyer. All CFM is subject to inspection by
INSEEGO upon receipt, and INSEEGO reserves the right to refuse the CFM and/or re-quote the order
based upon such inspection. CFM is not guaranteed to yield Buyer’s total order quantity. If material
shortages occur due to yield, Buyer shall, at its option, either supply additional CFM to complete the
order or close the order short. Any CFM not used by INSEEGO will be returned to Buyer, at Buyer’s
risk and expense.
9. Limitation of Liability.
INSEEGO SHALL NOT BE LIABLE FOR ANY COMMERCIAL LOSSES, LOSS OF REVENUES OR PROFITS,
LOSS OF GOOD WILL, INCONVENIENCE, OR EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, OR CLAIMS OF THIRD PARTIES,
REGARDLESS OF THE FORM OF ANY CLAIM, WHETHER IN CONTRACT OR TORT, WHETHER FROM
BREACH OF THIS AGREEMENT, OR DEFECTIVE PRODUCTS, OR LOSS OF DATA OR FROM ANY
OTHER USE, EVEN IF INSEEGO HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILITY OF
SUCH DAMAGE. INSEEGO’S LIABILITY FOR LOSS OR DAMAGES SHALL NOT EXCEED THE PURCHASE
PRICE PAID FOR THE PARTICULAR PRODUCT.
10. General
10.1. Exceptions to Performance. Buyer shall indemnify and hold harmless INSEEGO from and against
any expense or loss resulting from any actual or alleged infringement of any patent or copyright
arising as a result of (a) INSEEGO’s compliance with any of Buyer’s designs, specifications or
instructions, (b) the use or incorporation of such Product or Software in a manner or in combination
with any other products, devices or parts not specified in INSEEGO’s specifications therefor, or (c)