This Demo Kit and Software-as-a-Service (SaaS) Pilot Agreement (collectively with any documents incorporated by reference, the “Agreement”) is a legal contract between the entity entering into this Agreement (“Customer”)  and SmartRent.com, Inc., a Delaware corporation located at 18835 North Thompson Peak Parkway, Suite 300, Scottsdale, AZ 85255 (“SmartRent”) (each a “Party” and collectively, the “Parties”).

THE EFFECTIVE DATE OF THIS AGREEMENT SHALL COMMENCE UPON CUSTOMER’S ACCEPTANCE OF THIS AGREEMENT BY EXECUTING AN ORDER FORM THAT INCORPORATES THIS AGREEMENT BY REFERENCE.  THE INDIVIDUAL ACCEPTING THIS AGREEMENT (“YOU”) CONSENT AND AGREE, ON BEHALF OF YOURSELF AND THE CUSTOMER LEGAL ENTITY, AND FURTHER, YOU AND CUSTOMER REPRESENT THAT (I) YOU HAVE THE AUTHORITY TO LEGALLY BIND CUSTOMER TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, (II) HAVE READ THESE TERMS AND CONDITIONS, AND (III) HEREBY AGREE TO COMPLY AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER, OR IF YOU OR CUSTOMER DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE PRODUCTS OR SERVICES.

1. DEFINITIONS. Capitalized terms not otherwise defined or

“Application IP” will mean the Application Service, the Documentation, and any and all intellectual property provided to Customer (and/or any applicable Authorized End Users) in connection with the foregoing.

“Application Service” or “Hosted Services” will mean the technology and application software provided on a software-as-as-service basis (SaaS) and as further set forth and described on the applicable Order Form.

“Authorized End User” shall mean, collectively, employees, agents, or contractors of Customer accessing or using the Application Service through the Web Interface, under the rights granted to Customer pursuant to this Agreement.

“Confidential Information” will mean all written or oral information, disclosed by either Party to the other, related to either Party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential.  Without limiting the foregoing, for purposes of this Agreement, the Documentation will be deemed Confidential Information of SmartRent.

“Customer Content” will mean any demo data or content provided by Customer, and Authorized End Users to SmartRent through the Application Service.

“Documentation” will mean text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Application Service (“functionality”).

“Hardware Demo Kit” means the equipment and/or hardware which SmartRent may provide to Customer on loan for evaluation as part of the Pilot and as further set forth and described on the applicable Order Form.

“Web Interface” will mean the website or websites through which Customer’s Authorized End Users may access the Application Service in accordance with the terms of this Agreement.

2. PILOT ACCESS AND USE.

2.1. Provision of Access.  Customer desires to engage SmartRent to provide access to the Application Service as a pilot, solely for evaluation purposes in accordance with the terms of this Agreement (the “Pilot”).  Subject to the terms and conditions contained in this Agreement, SmartRent hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Application Service during the Pilot Term (as defined below), solely for use by Authorized End Users in accordance with the terms and conditions herein, solely through the Web Interface.  Such use shall be limited to use of the Application Service for evaluation purposes only and not for production, and solely for the location(s) set forth on the applicable Order Form, if any.  SmartRent shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Service (the “Access Protocols”).  SmartRent shall also provide Customer the Documentation to be used by Customer in accessing and using the Application Service.  Customer acknowledges and agrees that, as between Customer and SmartRent, Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Customer, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Customer.  Customer shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Application Service, and shall cause Authorized End Users to comply with such provisions.

2.2.  Documentation License.  Subject to the terms and conditions contained in this Agreement, SmartRent hereby grants to Customer a non-exclusive, non-transferable right and license to use the Documentation during the Pilot Term for Customer’s internal purposes only in connection with its evaluation of the Application Service as contemplated herein.

2.3.  Usage Restrictions.  Customer will not, and will not permit any Authorized End Users to, (i) copy or duplicate any of the Application IP; (ii) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any software component of any of the Application IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Application IP, or attempt to do any of the foregoing, and Customer acknowledges that nothing in this Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with or repair any of the Application IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of SmartRent; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Application IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Application IP; or (vi) assign, sublicense, sell, resell, lease, rent or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under Sections 2.1.  Customer will not use any of the Application IP except in compliance with SmartRent’s obligations to any third party with respect thereto incurred prior to the Effective Date, provided that SmartRent has notified Customer of such obligations.  Customer will ensure that its use of any of the Application IP complies with all applicable laws, statutes, regulations or rules and will not use or compile any of the Application IP for the purpose of any illegal activities.

2.4.  Retained Rights; Ownership.  As between the Parties, subject to the rights granted in this Agreement, SmartRent and its licensors retain all right, title and interest in and to the Application IP and its components and any data provided by SmartRent through the Application Service, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.  Customer further acknowledges that SmartRent retains the right to use the foregoing for any purpose in SmartRent’s sole discretion.  As between the Parties, SmartRent acknowledges and agrees that Customer retains all right, title, and interest in and to all Customer Content and hereby grants to SmartRent a non-exclusive, worldwide right and license to use and process such Customer Content through the Application Service, and to create derivative works of such Customer Content as necessary to provide the Application Service.

2.5.  Ordering the Hardware Demo Kit. Customer may order a Hardware Demo Kit for evaluation from SmartRent by executing an Order Form specifying the Hardware components to be evaluated and the quantity thereof.

2.6.  Shipping and Delivery. SmartRent will arrange for shipping and delivery of the Hardware Demo Kit to the location listed on the relevant Order Form. The Hardware Demo Kit will be packaged for shipment in accordance with SmartRent’s standard practices. Customer shall be responsible for all shipping costs and related charges. If SmartRent is performing the installation of the Hardware Demo Kit, risk of loss or damage to the Hardware Demo Kit shall pass to Customer upon the completion of installation of the Hardware Demo Kit by SmartRent. If any party other than SmartRent is installing the Hardware Demo Kit, then risk of loss or damage to the Hardware Demo Kit shall pass to Customer upon the Hardware Demo Kit being loaded for shipment at SmartRent’s designated facility. Title to the Hardware Demo Kit remains at all times with SmartRent.

2.7.  Returns. Customer will be responsible for any damage to the Hardware Demo Kit during the Pilot Term. Customer understands and agrees that at the end of the Pilot Term, the Hardware Demo Kit must be returned to SmartRent or Customer will be charged for the value of such Hardware Demo Kit as set forth in the applicable Order Form.  Customer agrees and understands that during the Pilot Term the Hardware Demo Kit is provided ‘as is’, without warranties of any kind. Notwithstanding the foregoing, if a component of the Hardware Demo Kit stops functioning during the Pilot Term, Customer can contact SmartRent via email at [email protected] (mailto:[email protected]) with the serial number and description of the component and SmartRent shall provide to Customer a return material authorization tracking number, via email or telephone to be referenced by Customer in the Documentation that accompanies the Hardware component being returned to SmartRent. SmartRent shall determine, in its sole discretion, if to replace the defective Hardware Demo Kit component for the remainder of the Pilot Term.

3.  CUSTOMER OBLIGATIONS.

3.1.  Authorized End User Access to Services.  Subject to the terms and conditions herein, Customer may permit any Authorized End User to access and use the features and functions of the Application Service during the Pilot Term.  Customer will ensure that any such Authorized End User is aware of the terms of this Agreement and that is bound by a contractual, enforceable agreement providing substantially the same or greater protections for SmartRent’s Confidential Information and the Application IP as are provided by the terms hereof.

3.2.  Assistance to SmartRent.  Customer will, at its own expense, provide reasonable assistance to SmartRent, including, but not limited to, by means of access to, and use of, Customer facilities and Customer equipment, as well as by means of assistance from Customer personnel, to the limited extent any of the foregoing may be reasonably necessary to enable SmartRent to perform its obligations hereunder.

3.3.  No real Data; No access to residents.  Customer warrants and represents that Customer (i) shall only use the Application Service and Hardware Demo Kit in an internal, evaluation and non-production environment and that it will not use these with or for the benefit of residents of Customer’s properties; and (ii) shall not use with or provide to the Application Service any real or live data. All Customer Content shall be for demo or dummy data, for non-real-life evaluation purposes.

3.4.  Feedback.  As consideration for the evaluation, during the Pilot Term Customer agrees but it is not obligated to send or transmit communications, comments, questions, suggestions, or related materials regarding the evaluation to SmartRent (“Feedback”), suggesting or recommending changes to the Application IP and/or the Hardware Demo Kit, including, without limitation, new features or functionality relating thereto. All such Feedback is, and will be exclusively owned by SmartRent.  Customer hereby assigns all right, title, and interest in, and SmartRent is free to use, without any attribution or compensation to Customer, any ideas, know-how, concepts, techniques, and all applicable intellectual property rights relating to the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.  Customer agrees and understands that SmartRent is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and Customer has no right to compel such use, display, reproduction, or distribution.

4. CONSIDERATION.

4.1.  Fees. In consideration for the evaluation rights granted to Customer and the performance of SmartRent’s obligations under this Agreement, Customer shall pay to SmartRent, without offset or deduction, certain fees, in such amounts as may be determined in the Order Form (the “Pilot Fees”), provided that any such Pilot Fees may be waived or discounted at the discretion of SmartRent.  Unless otherwise provided in an Order Form, all Pilot Fees are due and payable within thirty (30) calendar days after an invoice is issued by SmartRent with respect thereto. The Parties acknowledge and agree that the Pilot Fees, if any, are representative of the limited fee offered by SmartRent during the Pilot Term and are not reflective of fees offered by SmartRent for services during a standard term.

4.2.  Customer Operating Expenses. Customer will bear all expenses incurred in performance of its obligations hereunder, including, without limitation, through use by Customer and/or any Authorized End User of the Application Service and Hardware Demo Kit, and/or through provision of support to Authorized End Users with respect to such use of the Application Service.

4.3. Taxes.  Customer will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on SmartRent’s income), and any related penalties and interest for the grant of license rights hereunder, or the delivery of related Hardware and/or services, as it may be applicable.  Customer will make all required payments to SmartRent free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments to SmartRent will be Customer’s sole responsibility, and Customer will, upon SmartRent’s request, provide SmartRent with official receipts issued by the appropriate taxing authorities, or such other evidence as SmartRent may reasonably request, to establish that such taxes have been paid.

4.4.  Late Payments; Interest.  Any portion of any amount payable hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

5. CONFIDENTIAL INFORMATION.

5.1.  Ownership of Confidential Information.  The Parties acknowledge that during the performance of this Agreement, each Party will have access to certain of the other Party’s Confidential Information or Confidential Information of third parties that the disclosing Party is required to maintain as confidential.  Both Parties agree that all items of Confidential Information are proprietary to the disclosing Party or such third party, as applicable, and will remain the sole property of the disclosing Party or such third party.

5.2.  Mutual Confidentiality Obligations.  Each Party agrees as follows: (i) to use Confidential Information disclosed by the other Party only for the purposes described herein; (ii) that such Party will not reproduce Confidential Information disclosed by the other Party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) that neither Party will create any derivative work from Confidential Information disclosed to such Party by the other Party; (iv) to restrict access to the Confidential Information disclosed by the other Party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement; and (v) to return or destroy, pursuant to Section 7.5, all Confidential Information disclosed by the other Party that is in its possession upon termination or expiration of this Agreement.  Notwithstanding the foregoing, Customer agrees that SmartRent will collect aggregated, anonymized statistical data regarding Customer’s and its Authorized End User’s use of the Application Service and provide such aggregated statistical data to third parties.

5.3.  Confidentiality Exceptions.  Notwithstanding the foregoing, the provisions of Sections 5.1 and 5.2 will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing Party without restriction.  Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (y) to establish a Party’s rights under this Agreement, including to make such court filings as it may be required to do.

6. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY.

6.1.  Disclaimer.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION IP, THE APPLICATION SERVICE, THE DOCUMENTATION, THE HARDWARE DEMO KIT AND ALL SERVICES PERFORMED BY SMARTRENT ARE PROVIDED “AS IS,” AND SMARTRENT AND ITS LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY.  SMARTRENT, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, DOES NOT WARRANT THAT THE APPLICATION IP, THE APPLICATION SERVICE, THE HARDWARE DEMO KIT OR ANY OTHER SERVICES PROVIDED BY SMARTRENT WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE APPLICATION SERVICE OR THE HARDWARE DEMO KIT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

6.2.  Limitation of Liability.  IN NO EVENT WILL SMARTRENT OR ITS LICENSORS AND SUPPLIERS BE LIABLE TO CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SMARTRENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.  THE CUMULATIVE LIABILITY OF SMARTRENT TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL PILOT FEES PAID TO SMARTRENT BY CUSTOMER OR IF THERE ARE NO PILOT FEES, THE SUM OF ONE HUNDRED DOLLARS ($100).  THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

6.3.  Essential Basis of the Agreement.  Customer acknowledges and understands that this is an evaluation agreement exclusively for internal non-production use and that the disclaimers, exclusions and limitations of liability set forth in this Section 6 form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

7. PILOT TERM AND TERMINATION.

7.1.  Pilot Term.  The term of this Agreement will commence on the Order Form Effective Date and will continue for the period set forth in such Order Form unless earlier terminated in accordance with this Section 7 (the “Pilot Term”).

7.2.  Termination for Breach.  Either Party may, at its option, terminate this Agreement in the event of a material breach by the other Party by providing a written notice to the breaching Party, specifically identifying the breach or breaches on which such notice of termination is based.  The breaching Party will have a right to cure such breach or breaches within ten (10) days of receipt of such notice, and this Agreement will terminate in the event that such cure is not made within such ten (10) day period.

7.3.  Termination for Convenience.  Either Party may, at its option, terminate this Agreement upon seven (7) days prior written notice to the other Party for any reason or no reason.

7.4.  Suspension.  Notwithstanding anything to the contrary in this Agreement, SmartRent may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Application IP on SmartRent reasonable discretion. (a “Service Suspension”).  SmartRent will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices sent to SmartRent’s registered email address) and to provide updates regarding resumption of access to the Application IP following any Service Suspension.  SmartRent will use commercially reasonable efforts to resume providing access to the Application Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured.  SmartRent will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

7.5.  Effect of Termination.  Upon any termination of this Agreement, Customer will  immediately discontinue all use of the Application Service, the Documentation, any SmartRent Confidential Information, and return the Hardware Demo Kit as set forth in the Order Form. Each Party will delete any of the other Party’s Confidential Information from computer storage or any other media including, but not limited to, online and off-line libraries; and/or return to the other Party or, at the other Party’s option, destroy, all copies of the Documentation and any Confidential Information then in the other Party’s possession. Customer agrees to promptly pay to SmartRent any amounts due and payable hereunder as set forth in the Order Form. Customer shall be entitled to access and retain all Customer Data up to seven (7) days after termination of the Pilot Term.

7.6.  Survival.  The provisions of Sections 1, 2.3, 2.4, 2.7, 3.4,4.3, 4.4, 5, 6, 7.5, 7.6, and 8 will survive the termination of this Agreement.

8.  GENERAL.

8.1. Entire Agreement.  This Agreement and all documents incorporated by reference sets forth the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and, except as specifically provided herein, supersedes and merges all prior oral and written agreements, discussions and understandings between the Parties with respect to the subject matter hereof, and neither of the Parties will be bound by any conditions, inducements or representations other than as expressly provided for herein. This Agreement may not be amended or modified except in a writing duly executed by authorized representatives of both Parties.  If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability.  The invalidity or unenforceability of one or more of the provisions contained in this Agreement will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.  No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the Party against whom enforcement of such waiver is sought.  Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the Party granting such waiver in any other respect or at any other time.  Any delay or forbearance by either Party in exercising any right hereunder will not be deemed a waiver of that right. The headings in this Agreement are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this Agreement.

8.2. Independent Contractors.  In making and performing this Agreement, Customer and SmartRent act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement will be construed or implied to create an agency, partnership or employer and employee relationship between them.  Except as expressly set forth herein, at no time will either Party make commitments or incur any charges or expenses for, or in the name of, the other Party.

8.3.  Notices.  All notices required by or relating to this Agreement shall be in writing and shall be sent by means of certified mail, postage prepaid, to the Parties to the Agreement and addressed to the addresses set forth for either Party on the Order Form.

8.4.  Assignment.  Neither Party shall assign any of its rights or delegate any of its duties under this Agreement without the express, prior written consent of the other Party, and, absent such consent, any attempted assignment or delegation will be null, void and of no effect.  Notwithstanding the foregoing, SmartRent may assign this Agreement, without consent, in connection with a merger, sale, transfer or other disposition of all or substantially all of its stock or assets.

8.5.  No Third Party Beneficiaries.  The Parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the Parties, their successors and permitted assigns.  Nothing herein, whether express or implied, will confer upon any person or entity, other than the Parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.

8.6.  Force Majeure. Except with respect to payment obligations hereunder, if a Party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such Party’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a material breach of this Agreement, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such Party is prevented or delayed from performing for more than ninety (90) days, the other Party may terminate this Agreement upon thirty (30) days’ written notice.

8.7.  Governing Law.  THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF OR TO THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS.  FOR PURPOSES OF ALL CLAIMS BROUGHT UNDER THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN DELAWARE.